Common use of Resignation and Removal of Trustee or Securities Administrator Clause in Contracts

Resignation and Removal of Trustee or Securities Administrator. The Trustee and the Securities Administrator may at any time resign and be discharged from the trust hereby created by giving written notice of resignation to the Depositor, the Master Servicer, the Servicer, each Rating Agency and the NIMS Insurer, if any, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and acceptance by a successor trustee or securities administrator, as applicable, in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or resignation, the resigning Trustee or the Securities Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee or successor securities administrator, as applicable. If at any time the Trustee or the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 hereof and shall fail to resign after written request thereto by the Depositor, or if at any time the Trustee or the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located and the imposition of such tax would be avoided by the appointment of a different trustee, then the Depositor may remove the Trustee and appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to each of the Trustee, the Servicer and the successor trustee. The NIMS Insurer, if any, and the Holders of Certificates entitled to at least 51% of the Voting Interests each may at any time remove the Trustee or the Securities Administrator and appoint a successor trustee or securities administrator by written instrument or instruments, in triplicate, signed by the NIMS Insurer, if any, or such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered by the successor trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to each Rating Agency and the NIMS Insurer, if any, by the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.7 shall become effective upon acceptance by the successor trustee of appointment as provided in Section 8.8 hereof.

Resignation and Removal of Trustee or Securities Administrator. The Trustee and or the Securities Administrator may at any time resign (including, without limitation, in the case of the Securities Administrator, upon the resignation or removal of the Master Servicer) and be discharged from the trust Trust hereby created by giving written notice of resignation thereof to the DepositorDepositor and the Seller, with a copy to the Rating Agencies. Upon receiving such notice of resignation, the Master Servicer, the Servicer, each Rating Agency and the NIMS Insurer, if any, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and acceptance by Depositor shall promptly appoint a successor trustee or successor securities administrator, as applicable, by written instrument, in accordance with Section 8.8 meeting triplicate, one copy of which instrument shall be delivered to the qualifications set forth in Section 8.6resigning trustee or the resigning securities administrator and the successor trustee or the successor securities administrator. If no successor trustee meeting such qualifications or successor securities administrator shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation or resignationremoval, the resigning or removed Trustee or the Securities Administrator, as the case may beapplicable, may petition any court of competent jurisdiction for the appointment of a successor trustee or a successor securities administrator, as applicable. If at any time (i) the Trustee or the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 9.06 hereof and shall fail to resign after written request thereto by the Depositor, or if at any time (ii) the Trustee or the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Securities Administrator or the Trust Fund is located and located, (B) the imposition of such tax would be avoided by the appointment of a different trusteetrustee and (C) the Trustee or the Securities Administrator fails to indemnify the Trust Fund against such tax, then the Depositor may remove the Trustee or the Securities Administrator, as applicable, and appoint a successor trustee or successor securities administrator by written instrument, in triplicatemultiple copies, one a copy of which instrument shall be delivered to each of the Trustee, the Servicer Trustee and the successor trusteetrustee or to the Securities Administrator and the successor securities administrator, as applicable. The NIMS Insurer, if any, and the Holders of Certificates entitled to evidencing at least 51% of the Voting Interests Rights of each Class of Certificates may at any time remove the Trustee or the Securities Administrator and appoint a successor trustee or successor securities administrator by written instrument or instruments, in triplicatemultiple copies, signed by the NIMS Insurer, if any, or such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered by the successor trustee to the Servicer, one complete set Trustee or by the successor securities administrator to the Trustee Securities Administrator so removed and one complete set to the successor trustee or successor securities administrator so appointed. Notice of any removal of the Trustee or the Securities Administrator shall be given to each Rating Agency and the NIMS Insurer, if any, by the Trustee or successor trusteetrustee or by the Securities Administrator or successor securities administrator, as applicable. Any resignation or removal of the Trustee or the Securities Administrator and appointment of a successor trustee or successor securities administrator pursuant to any of the provisions of this Section 8.7 9.08 shall become effective upon acceptance of appointment by the successor trustee of appointment or successor securities administrator, as applicable, as provided in Section 8.8 10.09 hereof.

Resignation and Removal of Trustee or Securities Administrator. The Trustee and the Securities Administrator may at any time resign and be discharged from the trust hereby created by giving written notice of resignation to the Depositor, the Master Servicer, the Servicer, each Rating Agency and the NIMS Insurer, if any, not less than 60 days before the date specified in such notice when, subject to Section 8.87.08, such resignation is to take effect, and acceptance by a successor trustee or securities administrator, as applicable, in accordance with Section 8.8 7.08 meeting the qualifications set forth in Section 8.67.06. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or resignation, the resigning Trustee or the Securities Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee or successor securities administrator, as applicable. If at any time the Trustee or the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 7.06 hereof and shall fail to resign after written request thereto by the Depositor, or if at any time the Trustee or the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or a tax is imposed with respect to the Trust Fund by any state in which the Trustee or any part of the Trust Fund is located and the imposition of such tax would be avoided by the appointment of a different trustee, then the Depositor may remove the Trustee and appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to each of the Trustee, the Servicer and the successor trustee. If the Securities Administrator shall fail to deliver the information or reports required pursuant to Section 8.01, Section 8.02, Section 8.03 or Section 8.04(b)(ii), as applicable, within the required time period set forth in such Sections, then the Depositor shall remove the Securities Administrator and appoint a successor securities administrator by written instrument, one copy of which instrument shall be delivered to the Securities Administrator so removed, one copy to the successor securities administrator and one copy to the Master Servicer. The NIMS Insurer, if any, and the Holders of Certificates entitled to at least 51% of the Voting Interests each may at any time remove the Trustee or the Securities Administrator and appoint a successor trustee or securities administrator by written instrument or instruments, in triplicate, signed by the NIMS Insurer, if any, or such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered by the successor trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to each Rating Agency and the NIMS Insurer, if any, by the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.7 7.07 shall become effective upon acceptance by the successor trustee of appointment as provided in Section 8.8 7.08 hereof.

Resignation and Removal of Trustee or Securities Administrator. The Trustee and the Securities Administrator may at any time resign and be discharged from the trust hereby created by giving written notice of resignation to the Depositor, the Master Servicer, the Servicer, the Class IIA Insurer, each Rating Agency and the NIMS Insurer, if any, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and acceptance by a successor trustee or securities administrator, as applicable, in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or resignation, the resigning Trustee or the Securities Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee or successor securities administrator, as applicable. If at any time the Trustee or the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 hereof and shall fail to resign after written request thereto by the Depositor, or if at any time the Trustee or the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located and the imposition of such tax would be avoided by the appointment of a different trustee, then the Depositor may remove the Trustee and appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to each of the Trustee, the Servicer and the successor trustee. The NIMS Insurer, if any, the Class IIA Insurer and the Holders of Certificates entitled to at least 51% of the Voting Interests Rights each may at any time remove the Trustee or the Securities Administrator and appoint a successor trustee or securities administrator by written instrument or instruments, in triplicate, signed by the NIMS Insurer, if any, the Class IIA Insurer or such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered by the successor trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to each Rating Agency Agency, the Class IIA Insurer and the NIMS Insurer, if any, by the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.7 shall become effective upon acceptance by the successor trustee of appointment as provided in Section 8.8 hereof.

Resignation and Removal of Trustee or Securities Administrator. The Trustee and the Securities Administrator may at any time resign and be discharged from the trust hereby created by giving written notice of resignation to the Depositor, the Master Servicer, the Servicer, each Rating Agency and the NIMS Insurer, if any, not less than 60 days before the date specified in such notice when, subject to Section 8.87.08, such resignation is to take effect, and acceptance by a successor trustee or securities administrator, as applicable, in accordance with Section 8.8 7.08 meeting the qualifications set forth in Section 8.67.06. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or resignation, the resigning Trustee or the Securities Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee or successor securities administrator, as applicable. If at any time the Trustee or the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 7.06 hereof and shall fail to resign after written request thereto by the Depositor, or if at any time the Trustee or the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or a tax is imposed with respect to the Trust Fund by any state in which the Trustee or any part of the Trust Fund is located and the imposition of such tax would be avoided by the appointment of a different trustee, then the Depositor may remove the Trustee and appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to each of the Trustee, the Servicer and the successor trustee. If the Securities Administrator shall fail to deliver the information or reports required pursuant to Section 8.01, Section 8.02, Section 8.03 or Section 8.04(b)(ii), as applicable, within the required time period set forth in such Sections, then the Depositor shall remove the Securities Administrator and appoint a successor securities administrator by written instrument, one copy of which instrument shall be delivered to the Securities Administrator so removed, one copy to the successor securities administrator and one copy to the Master Servicer. The NIMS Insurer, if any, and the Holders of Certificates entitled to at least 51% of the Voting Interests each may at any time remove the Trustee or the Securities Administrator and appoint a successor trustee or securities administrator by written instrument or instruments, in triplicate, signed by the NIMS Insurer, if any, or such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered by the successor trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to each Rating Agency and the NIMS Insurer, if any, by the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.7 7.07 shall become effective upon acceptance by the successor trustee of appointment as provided in Section 8.8 7.08 hereof.. 217412 HomeBanc 2007-1 Pooling and Servicing Agreement 138

Resignation and Removal of Trustee or Securities Administrator. The Trustee and the Securities Administrator may at any time resign and be discharged from the trust hereby created by giving written notice of resignation to the Depositor, the Master Servicer, the Servicer, each Rating Agency and the NIMS Insurer, if any, not less than 60 days before the date specified in such notice when, subject to Section 8.87.08, such resignation is to take effect, and acceptance by a successor trustee or securities administrator, as applicable, in accordance with Section 8.8 7.08 meeting the qualifications set forth in Section 8.67.06. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or resignation, the resigning Trustee or the Securities Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee or successor securities administrator, as applicable. If at any time the Trustee or the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 7.06 hereof and shall fail to resign after written request thereto by the Depositor, or if at any time the Trustee or the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located and the imposition of such tax would be avoided by the appointment of a different trustee, then the Depositor may remove the Trustee and appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to each of the Trustee, the Servicer and the successor trustee. The NIMS Insurer, if any, and the Holders of Certificates entitled to at least 51% [51]% of the Voting Interests each may at any time remove the Trustee or the Securities Administrator and appoint a successor trustee or securities administrator by written instrument or instruments, in triplicate, signed by the NIMS Insurer, if any, or such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered by the successor trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to each Rating Agency and the NIMS Insurer, if any, by the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.7 7.07 shall become effective upon acceptance by the successor trustee of appointment as provided in Section 8.8 7.08 hereof.

Resignation and Removal of Trustee or Securities Administrator. The Trustee and the Securities Administrator may at any time resign and be discharged from the trust hereby created by giving written notice of resignation to the Depositor, the Master Servicer, the Servicer, the Back-up Servicer, each Rating Agency and the NIMS Insurer, if any, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and acceptance by a successor trustee or securities administrator, as applicable, in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or resignation, the resigning Trustee or the Securities Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee or successor securities administrator, as applicable. If at any time the Trustee or the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 hereof and shall fail to resign after written request thereto by the Depositor, or if at any time the Trustee or the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located and the imposition of such tax would be avoided by the appointment of a different trustee, then the Depositor may remove the Trustee and appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to each of the Trustee, the Servicer and the successor trustee. The NIMS Insurer, if any, and the Holders of Certificates entitled to at least 51% of the Voting Interests Rights each may at any time remove the Trustee or the Securities Administrator and appoint a successor trustee or securities administrator by written instrument or instruments, in triplicate, signed by the NIMS Insurer, if any, or such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered by the successor trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to each Rating Agency and the NIMS Insurer, if any, by the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.7 shall become effective upon acceptance by the successor trustee of appointment as provided in Section 8.8 hereof.

Resignation and Removal of Trustee or Securities Administrator. The Trustee and the Securities Administrator may at any time resign and be discharged from the trust hereby created by giving written notice of resignation to the Depositor, the Master Servicer, the Servicer, each Rating Agency and the NIMS Insurer, if any, not less than 60 days before the date specified in such notice when, subject to Section 8.87.08, such resignation is to take effect, and acceptance by a successor trustee or securities administrator, as applicable, in accordance with Section 8.8 7.08 meeting the qualifications set forth in Section 8.67.06. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or resignation, the resigning Trustee or the Securities Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee or successor securities administrator, as applicable. If at any time the Trustee or the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 7.06 hereof and shall fail to resign after written request thereto by the Depositor, or if at any time the Trustee or the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or a tax is imposed with respect to the Trust Fund by any state in which the Trustee or any part of the Trust Fund is located and the imposition of such tax would be avoided by the appointment of a different trustee, then the Depositor may remove the Trustee and appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to each of the Trustee, the Servicer and the successor trustee. If the Securities Administrator shall fail to deliver the information or reports required pursuant to Section 8.01, Section 8.02, Section 8.03 or Section 8.04(b)(ii), as applicable, within the required time period set forth in such Sections, then the Depositor shall remove the Securities Administrator and appoint a successor securities administrator by written instrument, one copy of which instrument shall be delivered to the Securities Administrator so removed, one copy to the successor securities administrator and one copy to the Master Servicer. The NIMS Insurer, if any, and the Holders of Certificates entitled to at least 51% of the Voting Interests each may at any time remove the Trustee or the Securities Administrator and appoint a successor trustee or securities administrator by written instrument or instruments, in triplicate, signed by the NIMS Insurer, if any, or such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered by the successor trustee to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to each Rating Agency and the NIMS Insurer, if any, by the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.7 7.07 shall become effective upon acceptance by the successor trustee of appointment as provided in Section 8.8 7.08 hereof.. 138

Resignation and Removal of Trustee or Securities Administrator. The Trustee and the Securities Administrator may at any time resign and be discharged from the trust hereby created by giving written notice of resignation to the Depositor, the Master Servicer, the ServicerServicer[s], each Rating Agency and the NIMS Insurer, if any, not less than 60 days before the date specified in such notice when, subject to Section 8.87.08, such resignation is to take effect, and acceptance by a successor trustee or securities administrator, as applicable, in accordance with Section 8.8 7.08 meeting the qualifications set forth in Section 8.67.06. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such notice or resignation, the resigning Trustee or the Securities Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee or successor securities administrator, as applicable. 124 If at any time the Trustee or the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 7.06 hereof and shall fail to resign after written request thereto by the Depositor, or if at any time the Trustee or the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located and the imposition of such tax would be avoided by the appointment of a different trustee, then the Depositor may remove the Trustee and appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to each of the Trustee, the Servicer Servicer[s] and the successor trustee. The NIMS Insurer, if any, and the Holders of Certificates entitled to at least 51% [51]% of the Voting Interests each may at any time remove the Trustee or the Securities Administrator and appoint a successor trustee or securities administrator by written instrument or instruments, in triplicate, signed by the NIMS Insurer, if any, or such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered by the successor trustee to the ServicerServicer[s], one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to each Rating Agency and the NIMS Insurer, if any, by the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.7 7.07 shall become effective upon acceptance by the successor trustee of appointment as provided in Section 8.8 7.08 hereof.