Common use of Effective Period and Termination Clause in Contracts

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9. If the Servicer shall resign as Servicer under Section 7.6, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Cut-Off Date and shall will continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer shall resign Santander Consumer resigns as Servicer under Section 7.6, in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) or by the Holders Noteholders of Notes evidencing not less than 25% a majority of the Note Balance of the Controlling Class (or, if the Notes have been paid in fullare no longer Outstanding, by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling ClassMajority Certificateholders), in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Noteholders (or Certificateholders) may terminate the rights and obligations of the Owner Trustee if given by the Noteholders or the Certificateholders)Servicer under Section 7.1. As soon as practicable after any termination of such appointment, the Servicer shall deliverwill deliver to the Indenture Trustee (or, or cause at the direction of the Indenture Trustee, to be delivered, its agent) the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place or places as the Indenture Trustee may reasonably designate ordesignate; provided, if however, that with respect to authoritative copies of the Notes have Receivables constituting electronic chattel paper, the Servicer, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s agent (provided that the Servicer has not been paid terminated in full, at accordance with the provisions of this Section 2.2(g)) or (ii) deliver copies of such place as authoritative copies and destroy the Owner authoritative copies maintained by the Servicer prior to its termination such that the copy delivered to the Indenture Trustee may reasonably designateor the Indenture Trustee’s agent becomes the authoritative copy of the Receivable constituting electronic chattel paper.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9. If the Servicer shall resign as Servicer under Section 7.67.7, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor Depositor, the Servicer and the Backup Servicer (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date Cut-off Date, and shall continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer NMAC shall resign as Servicer under Section 7.6, in accordance with the provisions of this Agreement or if all of the rights and obligations of the any Servicer shall have been terminated under Section 8.18.01, the appointment of the Servicer NMAC as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) Trustee or by the Holders of Notes evidencing not less than 25% of the Note Balance Outstanding Amount of the Controlling Class orNotes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, if NARC II or any of their Affiliates unless all of the Notes have been paid in fullare held or beneficially owned by NMAC, by the Holders NARC II or any of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iiitheir Affiliates) by the Owner Trusteeor, with the consent of the Holders of the Notes evidencing not less than 25% of the Note Balance Outstanding Amount of the Controlling ClassNotes, by the Owner Trustee or by the Certificateholders evidencing not less than 25% of the Certificate Balance (but excluding for purposes of such calculation and action all Certificates held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Certificates are held or beneficially owned by NMAC, NARC II or any of their Affiliates), in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Owner Servicer under Section 8.01. The Indenture Trustee if given by or, with the Noteholders or consent of the Certificateholders)Indenture Trustee, the Issuer may terminate the Servicer’s appointment as custodian, with cause, at any time upon written notification to the Servicer, and without cause upon 30 days’ prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, deliver the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent Relevant Trustee or the Indenture Trustee’s designee, as the case may be, agent thereof at such place or places as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Relevant Trustee may reasonably designate.

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Cut-Off Date and shall will continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer shall resign VCI resigns as Servicer under Section 7.6, in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) or by the Holders Noteholders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates evidencing not less than 25% a majority of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent outstanding principal balance of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling ClassOutstanding Notes, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Noteholders may terminate the rights and obligations of the Owner Trustee if given by the Noteholders or the Certificateholders)Servicer under Section 7.1. As soon as practicable after any termination of such appointment, the Servicer shall deliverwill deliver to the Indenture Trustee (or, or cause at the direction of the Indenture Trustee, to be delivered, its agent) the Receivable Files and the related accounts and records maintained by the Servicer to at such place or places as the Indenture TrusteeTrustee may reasonably designate; provided, however, that with respect to authoritative copies of the Receivables constituting electronic chattel paper, the Servicer, as custodian, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s agent or (ii) deliver copies of such authoritative copies and destroy the authoritative copies maintained by the Servicer prior to its termination such that such copy delivered to the Indenture Trustee or the Indenture Trustee’s designee, as agent becomes the case may be, at such place as authoritative copy of the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designateReceivable constituting electronic chattel paper.

Effective Period and Termination. The Servicer’s appointment of Onyx as custodian shall become effective as of the Cutoff Closing Date and shall continue in full force and effect until terminated pursuant to this Section 2.9the earlier of (i) the execution of the Appointment of Custodian or (ii) the Class A-4 Final Scheduled Distribution Date. If the Servicer Onyx shall subsequently resign as Servicer under Section 7.6, in accordance with the terms of this Agreement or if all of the rights and obligations of the Servicer shall have been terminated under pursuant to Section 8.17.01, the appointment of the Servicer as custodian hereunder Custodian may be terminated (i) by the TrustInsurer, with the consent of the Indenture Trusteeor if an Insurer Default has occurred and is continuing, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance outstanding principal amount of the Controlling Class orNotes, if the Notes have been paid in fullacting together as a single Class, or by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Indenture Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, Onyx as Custodian and Onyx as Servicer shall, at the Servicer shall deliverServicer's expense, deliver or cause to be delivered, the Receivable delivery of all Contract Documents and all Contract Files and the related accounts and records maintained by the Servicer (including those held in microfiche or electronic form) to the Indenture Trustee, the Indenture Trustee’s Trustee or its agent or the Indenture Trustee’s designee, as the case may be, at such place as the Indenture Trustee may reasonably designate (or, if the Notes have Indenture has been paid in fullsatisfied and discharged, as directed by the Trust, with the consent of the Insurer) at such place or places as the Owner Trustee applicable party may reasonably designatedesignate and shall cooperate in good faith to effect such delivery. The foregoing notwithstanding, if the Servicer is acting as Custodian, the Servicer shall, at the request of the Insurer, deliver the Contract Documents to the Indenture Trustee in the event that such delivery is required by any Rating Agency to consider the Notes investment grade without consideration of the Policy.

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Cut-Off Date and shall will continue in full force and effect until terminated pursuant to this Section 2.92.4(g). If the Servicer shall resign Bank resigns as Servicer under in accordance with Section 7.6, 6.6 or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) or by the Holders of Notes Noteholders evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% 66⅔% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Noteholders may terminate the rights and obligations of the Owner Trustee if given by the Noteholders or the Certificateholders)Servicer under Section 7.1. As soon as practicable after any termination of such appointment, the Servicer shall deliverwill deliver to the Indenture Trustee (or, or cause at the direction of the Indenture Trustee, to be delivered, its agent) the Receivable Files and the related accounts and records maintained by the Servicer to at such place or places as the Indenture TrusteeTrustee may reasonably designate; provided, however, that with respect to authoritative copies of the Receivables constituting electronic chattel paper, the Servicer, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s agent or (ii) deliver copies of such authoritative copies and destroy the authoritative copies maintained by the Servicer prior to its termination such that such copy delivered to the Indenture Trustee or the Indenture Trustee’s designee, as agent becomes the case may be, at such place as authoritative copy of the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designateReceivable constituting electronic chattel paper.

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Cut-Off Date and shall will continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer shall resign Santander Consumer resigns as Servicer under Section 7.6, in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) or by the Holders Noteholders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% a majority of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Noteholders may terminate the rights and obligations of the Owner Trustee if given by the Noteholders or the Certificateholders)Servicer under Section 7.1. As soon as practicable after any termination of such appointment, the Servicer shall deliverwill deliver to the Indenture Trustee (or, or cause at the direction of the Indenture Trustee, to be delivered, its agent) the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place or places as the Indenture Trustee may reasonably designate ordesignate; provided, if however, that with respect to authoritative copies of the Notes have Receivables constituting electronic chattel paper, the Servicer, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s agent (provided that the Servicer has not been paid terminated in full, at accordance with the provisions of this Section 2.2(g)) or (ii) deliver copies of such place as authoritative copies and destroy the Owner authoritative copies maintained by the Servicer prior to its termination such that the copy delivered to the Indenture Trustee may reasonably designateor the Indenture Trustee’s agent becomes the authoritative copy of the Receivable constituting electronic chattel paper.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer shall resign as Servicer under Section 7.66.05, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.01, the appointment of the Servicer as custodian hereunder may be terminated by (i) by the TrustIssuer, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class Notes or, if the Notes have been paid in full, by the Holders of Certificates Certificateholders evidencing not less than 25% of the aggregate Certificate Percentage Interest Interests then outstanding or (iii) by the Owner Indenture Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling ClassNotes, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee Trustees if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer shall resign as Servicer under Section 7.66.05, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.01, the appointment of the Servicer as custodian hereunder may be terminated by (i) by the TrustIssuer, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates Certificateholders evidencing not less than 25% of the aggregate Certificate Percentage Interest Interests then outstanding or (iii) by the Owner Indenture Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee Trustees if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as of the Cutoff Date Date, and shall continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer NMAC shall resign as Servicer under Section 7.6, in accordance with the provisions of this Agreement or if all of the rights and obligations of the any Servicer shall have been terminated under Section 8.18.01, the appointment of the Servicer NMAC as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) Trustee or by the Holders of Notes evidencing not less than 25% of the Note Balance Outstanding Amount of the Controlling Class orNotes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, if NARC II or any of their Affiliates unless all of the Notes have been paid in fullare held or beneficially owned by NMAC, by the Holders NARC II or any of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iiitheir Affiliates) by the Owner Trusteeor, with the consent of the Holders of the Notes evidencing not less than 25% of the Note Balance Outstanding Amount of the Controlling ClassNotes, by the Owner Trustee or by the Certificateholders evidencing not less than 25% of the Certificate Balance (but excluding for purposes of such calculation and action all Certificates held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Certificates are held or beneficially owned by NMAC, NARC II or any of their Affiliates), in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Owner Servicer under Section 8.01. The Indenture Trustee if given by or, with the Noteholders or consent of the Certificateholders)Indenture Trustee, the Issuer may terminate the Servicer's appointment as custodian, with cause, at any time upon written notification to the Servicer, and without cause upon 30 days' prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, deliver the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent Relevant Trustee or the Indenture Trustee’s designee, as the case may be, agent thereof at such place or places as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Relevant Trustee may reasonably designate.

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Cut-Off Date and shall will continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer shall resign Santander Consumer resigns as Servicer under Section 7.6, in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) or by the Holders Noteholders of Notes evidencing not less than 25% a majority of the Note Balance of the Controlling Class (or, if the Notes have been paid in fullare no longer Outstanding, by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling ClassMajority Certificateholders), in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Noteholders (or Certificateholders) may terminate the rights and obligations of the Owner Trustee if given by the Noteholders or the Certificateholders)Servicer under Section 7.1. As soon as practicable after any termination of such appointment, the Servicer shall deliverwill deliver to the Indenture Trustee (or, or cause at the direction of the Indenture Trustee, to be delivered, its agent) the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place or places as the Indenture Trustee may reasonably designate ordesignate; provided, if however, that with respect to authoritative copies of the Notes have Receivables constituting electronic chattel paper, the Servicer, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s agent (provided that the Servicer has not been paid terminated in full, at accordance with the provisions of this Section 2.2(g) or (ii) deliver copies of such place as authoritative copies and destroy the Owner authoritative copies maintained by the Servicer prior to its termination such that the copy delivered to the Indenture Trustee may reasonably designateor the Indenture Trustee’s agent becomes the authoritative copy of the Receivable constituting electronic chattel paper.

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Closing Date and shall will continue in full force and effect until terminated pursuant to this Section 2.92.2(f). If the Servicer shall resign BAC resigns as Servicer under Section 7.6, in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) or by the Holders Noteholders of Notes evidencing not less than 25% a majority of the Note Balance of the Controlling Class (or, if the Notes have been paid in fullare no longer Outstanding, by the Holders of Certificates evidencing not less than 25% Relevant Trustee at the direction of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling ClassMajority Certificateholders), in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Noteholders (or Certificateholders) may terminate the rights and obligations of the Owner Trustee if given by the Noteholders or the Certificateholders)Servicer under Section 7.1. As soon as practicable after any termination of such appointment, the Servicer shall deliverwill deliver to the Indenture Trustee (or, or cause at the direction of the Indenture Trustee, to be delivered, its agent) the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place or places as the Indenture Trustee may reasonably designate ordesignate; provided, if however, that with respect to authoritative copies of the Notes have Receivables constituting electronic chattel paper, the Servicer, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s agent (provided that the Servicer has not been paid terminated in full, at accordance with the provisions of this Section 2.2(f)) or (ii) deliver copies of such place as authoritative copies and destroy the Owner authoritative copies maintained by the Servicer prior to its termination such that the copies delivered to the Indenture Trustee may reasonably designateor the Indenture Trustee’s agent becomes the authoritative copy of the Receivable and constitutes electronic chattel paper.

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Cut-Off Date and shall will continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer shall resign Santander Consumer resigns as Servicer under Section 7.6, in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) or by the Holders Noteholders of Notes evidencing not less than 25% a majority of the Note Balance of the Controlling Class (or, if the Notes have been paid in fullare no longer Outstanding, by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling ClassMajority Certificateholders), in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Noteholders (or Certificateholders) may terminate the rights and obligations of the Owner Trustee if given by the Noteholders or the Certificateholders)Servicer under Section 7.1. As soon as practicable after any termination of such appointment, the Servicer shall deliverwill deliver to the Indenture Trustee (or, or cause at the direction of the Indenture Trustee, to be delivered, its agent) the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place or places as the Indenture Trustee may reasonably designate ordesignate; provided, if however, that with respect to authoritative copies of the Notes have Receivables constituting electronic chattel paper, the Servicer, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s agent (provided that the Servicer has not been paid terminated in full, at accordance with the provisions of this Section 2.2(g)) or (ii) deliver electronically authenticated original copies of any tangible chattel paper such place as that the Owner copy delivered to the Indenture Trustee may reasonably designateor the Indenture Trustee’s agent becomes the authoritative copy of the Receivable and constitutes electronic chattel paper.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer shall resign as Servicer under Section 7.66.05, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.01, the appointment of the Servicer as custodian hereunder may be terminated by (i) by the TrustIssuer, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates Certificateholders evidencing not less than 25% of the aggregate Certificate Percentage Interest Interests then outstanding or (iii) by the Owner Indenture Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee Trustees if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.. ARTICLE THREE ADMINISTRATION AND SERVICING OF THE TRUST PROPERTY

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9. If the Servicer shall resign as Servicer under Section 7.6, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and Depositor, [and] the Servicer and [the Backup Servicer] (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect unless and until terminated pursuant to this Section 2.9Section. If the Servicer BMW FS, or any successor Servicer, shall resign as Servicer under Section 7.6, in accordance with the provisions of this Agreement or if all of the rights and obligations of the BMW FS as Servicer or any successor Servicer shall have been terminated under Section 8.18.02, the appointment of the such Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) Issuer or by the Holders of Notes evidencing not less than 2550% of the Note Balance Notes of the Outstanding Amount of the Controlling Class (or, if no Notes are then Outstanding, the Notes have been paid in full, by the Holders of Certificates evidencing Certificateholders representing not less than 2550% of the aggregate Certificate Percentage Interest Interest, or (iii) by the Owner Trustee, with ) in the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Securityholders may terminate the rights and obligations of the Owner Trustee if given by the Noteholders or the Certificateholders)Servicer under Section 8.02. As soon as practicable after any termination of such appointment (but in no event more than 10 Business Days after any such termination of appointment), the Servicer shall deliver, or cause to be delivered, deliver the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent Trustee or the Indenture Trustee’s designee's agent at such place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of BMW FS as custodian, the Indenture Trustee and the Owner Trustee agree that, upon any such termination and for so long as BMW FS remains the Servicer hereunder, the Indenture Trustee or the Owner Trustee, as the case may be, at such place as shall provide, or cause its agent to provide, access to the Indenture Trustee may reasonably designate or, if Receivable Files to the Notes have been paid in full, at such place as Servicer for the Owner Trustee may reasonably designatepurpose of enabling the Servicer to perform its obligations under this Agreement with respect to the servicing of the Receivables.

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.97.07. If the Servicer shall resign as Servicer under Section 7.6, in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.114.01, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest Balance and 25% of the Notional Principal Amount of the Class I Certificates with the consent of the Surety Bond Issuer, which consent shall not be unreasonably withheld, or (iiiii) by the Owner TrusteeSurety Bond Issuer, with without the consent of the Holders of Notes evidencing not less than 25% the Certificates (and, as to the rights of the Note Balance Surety Bond Issuer under (i) or (ii), so long as the Surety Bond Issuer is not in default of its obligations under the Controlling Class, in each case by notice then given in writing Surety Bond). The Trustee may terminate the Servicer's appointment as custodian with cause at any time upon written notification to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders or the Certificateholders)Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, deliver the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent Trustee or the Indenture Trustee’s designee, as the case may be, 's agent at such place or places as the Indenture Trustee may reasonably designate orTrustee, if with the Notes have been paid in fullconsent of the Surety Bond Issuer, at such place as the Owner Trustee may reasonably designate.

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Cut-Off Date and shall will continue in full force and effect until terminated pursuant to this Section 2.92.2(g). If the Servicer shall resign Bank resigns as Servicer under in accordance with Section 7.6, 6.6 or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) or by the Holders of Notes Noteholders evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25662⁄3% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Noteholders may terminate the rights and obligations of the Owner Trustee if given by the Noteholders or the Certificateholders)Servicer under Section 7.1. As soon as practicable after any termination of such appointment, the Servicer shall deliverwill deliver to the Indenture Trustee (or, or cause at the direction of the Indenture Trustee, to be delivered, its agent) the Receivable Files and the related accounts and records maintained by the Servicer to at such place or places as the Indenture TrusteeTrustee may reasonably designate; provided, however, that with respect to authoritative copies of the Receivables constituting electronic chattel paper, the Servicer, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s agent or (ii) deliver copies of such authoritative copies and destroy the authoritative copies maintained by the Servicer prior to its termination such that such copy delivered to the Indenture Trustee or the Indenture Trustee’s designee, as agent becomes the case may be, at such place as authoritative copy of the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designateReceivable constituting electronic chattel paper.

Effective Period and Termination. The Master Servicer’s 's appointment as custodian shall become effective as of the Cutoff Cut-Off Date and shall continue in full force and effect until terminated pursuant under this Section, upon the termination of the Issuer or the repurchase of all of the Contracts by the Seller, whichever is first to this Section 2.9occur. If the Master Servicer shall resign as Servicer under Section 7.6, in accordance with the provisions of this Agreement or if all of the rights and obligations of the Master Servicer shall have been terminated under pursuant to Section 8.18.01, the appointment of the Master Servicer as custodian hereunder may shall be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% a majority of the Note Balance Outstanding Amount of the Notes of the Controlling Class or, if the Notes have been paid in fullClass, by the Holders of Certificates Owner Trustee or by Certificateholders evidencing not less than 25% a majority of the aggregate Certificate Percentage Interest or (iii) by Interest, in the Owner same manner as the Indenture Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee if given by or such Holders may terminate the Noteholders or rights and obligations of the Certificateholders)Master Servicer pursuant to Section 8.01. As soon as practicable after any termination of such appointment, the Master Servicer shall delivershall, at its own expense, deliver the Contract Files to the Owner Trustee or cause to be delivered, the Receivable Files and the related accounts and records maintained its agent or as designated by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, Owner Trustee at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place or places as the Owner Trustee may reasonably designatedesignate and shall cooperate in good faith to effect such delivery.

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Closing Date and shall will continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer shall resign BAC resigns as Servicer under Section 7.6, in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) or by the Holders Noteholders of Notes evidencing not less than 25% a majority of the Note Balance of the Controlling Class (or, if the Notes have been paid in fullare no longer Outstanding, by the Holders of Certificates evidencing not less than 25% Relevant Trustee at the direction of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling ClassMajority Certificateholders), in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Noteholders (or Certificateholders) may terminate the rights and obligations of the Owner Trustee if given by the Noteholders or the Certificateholders)Servicer under Section 7.1. As soon as practicable after any termination of such appointment, the Servicer shall deliverwill deliver to the Indenture Trustee (or, or cause at the direction of the Indenture Trustee, to be delivered, its agent) the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place or places as the Indenture Trustee may reasonably designate ordesignate; provided, if however, that with respect to authoritative copies of the Notes have Receivables constituting electronic chattel paper, the Servicer, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s agent (provided that the Servicer has not been paid terminated in full, at accordance with the provisions of this Section 2.2(g)) or (ii) deliver copies of such place as authoritative copies and destroy the Owner authoritative copies maintained by the Servicer prior to its termination such that the copy delivered to the Indenture Trustee may reasonably designateor the Indenture Trustee’s agent becomes the authoritative copy of the Receivable and constitutes electronic chattel paper.

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Cut-Off Date and shall will continue in full force and effect until terminated pursuant to this Section 2.92.2(g). If the Servicer shall resign Bank resigns as Servicer under in accordance with Section 7.6, 6.6 or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) or by the Holders of Notes Noteholders evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% 66⅔% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Noteholders may terminate the rights and obligations of the Owner Trustee if given by the Noteholders or the Certificateholders)Servicer under Section 7.1. As soon as practicable after any termination of such appointment, the Servicer shall deliverwill deliver to the Indenture Trustee (or, or cause at the direction of the Indenture Trustee, to be delivered, its agent) the Receivable Files and the related accounts and records maintained by the Servicer to at such place or places as the Indenture TrusteeTrustee may reasonably designate; provided, however, that with respect to authoritative copies of the Receivables constituting electronic chattel paper, the Servicer, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s agent or (ii) deliver copies of such authoritative copies and destroy the authoritative copies maintained by the Servicer prior to its termination such that such copy delivered to the Indenture Trustee or the Indenture Trustee’s designee, as agent becomes the case may be, at such place as authoritative copy of the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designateReceivable constituting electronic chattel paper.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer shall resign as Servicer under Section 7.66.05, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.01, the appointment of the Servicer as custodian hereunder may be terminated by (i) by the TrustIssuer, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class Notes or, if the Notes have been paid in full, by the Holders of Certificates Certificateholders evidencing not less than 25% of the aggregate Certificate Percentage Interest Interests then outstanding or (iii) by the Owner Indenture Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling ClassNotes, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee Trustees if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.. ARTICLE THREE ADMINISTRATION AND SERVICING OF THE TRUST PROPERTY

Effective Period and Termination. The Master Servicer’s 's appointment as custodian shall become effective as of the Cutoff Cut-Off Date and shall continue in full force and effect until terminated pursuant under this Section, upon the termination of the Issuer or the repurchase of all of the Contracts by the Seller, whichever is first to this Section 2.9occur. If the Master Servicer shall resign as Servicer under Section 7.6, in accordance with the provisions of this Agreement or if all of the rights and obligations of the Master Servicer shall have been terminated under pursuant to Section 8.18.01, the appointment of the Master Servicer as custodian hereunder may shall be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 2551% of the Note Balance Outstanding Amount of the Controlling Class or, if the Notes have been paid in fullNotes, by the Holders of Certificates Owner Trustee, by Certificateholders evidencing not less than 2551% of the aggregate Certificate Percentage Interest Interest, or (iii) by the Insurer, in the same manner as the Indenture Trustee, the Owner Trustee, with the consent Insurer or such Holders may terminate the rights and obligations of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, in each case by notice then given in writing Master Servicer pursuant to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders or the Certificateholders)Section 8.01. As soon as practicable after any termination of such appointment, the Master Servicer shall delivershall, at its own expense, deliver the Contract Files to the Owner Trustee or cause to be delivered, the Receivable Files and the related accounts and records maintained its agent or as designated by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, Owner Trustee at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place or places as the Owner Trustee may reasonably designatedesignate and shall cooperate in good faith to effect such delivery.

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9. If the Servicer shall resign as Servicer under Section 7.6, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s 's agent or the Indenture Trustee’s 's designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer shall resign as Servicer under Section 7.66.05, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.01, the appointment of the Servicer as custodian hereunder may be terminated by (i) by the TrustIssuer, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class Notes or, if the Notes have been paid in full, by the Holders of Certificates Certificateholders evidencing not less than 25% of the aggregate Certificate Percentage Interest Interests or (iii) by the Owner Indenture Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling ClassNotes, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee Trustees if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s Trustee or its agent or the Indenture Trustee’s designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Cut-Off Date and shall will continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer shall resign Santander Consumer resigns as Servicer under Section 7.6, in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) or by the Holders Noteholders of Notes evidencing not less than 25% a majority of the Note Balance of the Controlling Class (or, if the Notes have been paid in full, are no longer Outstanding by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling ClassMajority Certificateholders), in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Noteholders (or Certificateholders) may terminate the rights and obligations of the Owner Trustee if given by the Noteholders or the Certificateholders)Servicer under Section 7.1. As soon as practicable after any termination of such appointment, the Servicer shall deliverwill deliver to the Indenture Trustee (or, or cause at the direction of the Indenture Trustee, to be delivered, its agent) the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place or places as the Indenture Trustee may reasonably designate ordesignate; provided, if however, that with respect to authoritative copies of the Notes have Receivables constituting electronic chattel paper, the Servicer, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s agent (provided that the Servicer has not been paid terminated in full, at accordance with the provisions of this Section 2.2(g)) or (ii) deliver copies of such place as authoritative copies and destroy the Owner authoritative copies maintained by the Servicer prior to its termination such that the copy delivered to the Indenture Trustee may reasonably designateor the Indenture Trustee’s agent becomes the authoritative copy of the Receivable constituting electronic chattel paper.

Effective Period and Termination. The Master Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Master Servicer shall resign as Master Servicer under Section 7.66.05, or if all of the rights and obligations of the Master Servicer shall have been terminated under Section 8.17.01, the appointment of the Master Servicer as custodian hereunder may be terminated by (i) by the TrustIssuer, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates Certificateholders evidencing not less than 25% of the aggregate Certificate Percentage Interest Interests then outstanding or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and the Master Servicer (with a copy to the Indenture Trustee and the Owner Trustee Trustees if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Master Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Master Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.

Effective Period and Termination. The Servicer’s appointment of Onyx as custodian shall become effective as of the Cutoff Closing Date and shall continue in full force and effect until terminated pursuant to this Section 2.9the earlier of (i) the execution of the Appointment of Custodian or (ii) the Certificate Final Scheduled Distribution Date. If the Servicer Onyx shall subsequently resign as Servicer under Section 7.6, in accordance with the terms of this Agreement or if all of the rights and obligations of the Servicer shall have been terminated under pursuant to Section 8.17.01, the appointment of the Servicer as custodian hereunder Custodian may be terminated by the Insurer, or if an Insurer Default has occurred and is continuing, (i) by if the TrustNotes have not been paid in full, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance outstanding principal amount of the Controlling Class orNotes, acting together as a single class, or by the Indenture Trustee or (ii) if the Notes have been paid in full, by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent outstanding principal amount of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders or the Certificateholders)Certificates. As soon as practicable after any termination of such appointment, Onyx as Custodian and Onyx as Servicer shall, at the Servicer shall deliverServicer's expense, deliver or cause to be delivered, the Receivable delivery of all Contract Documents and all Contract Files and the related accounts and records maintained by the Servicer (including those held in microfiche or electronic form) to the Indenture Trustee, the Indenture Trustee’s Trustee or its agent or the Indenture Trustee’s designee, as the case may be, at such place as the Indenture Trustee may reasonably designate (or, if the Notes have Indenture has been paid in fullsatisfied and discharged, as directed by the Trust, with the consent of the Insurer) at such place or places as the Owner Trustee applicable party may reasonably designatedesignate and shall cooperate in good faith to effect such delivery. The foregoing notwithstanding, if the Servicer is acting as Custodian, the Servicer shall, at the request of the Insurer, deliver the Contract Documents to the Indenture Trustee in the event that such delivery is required by any Rating Agency to consider the Securities investment grade without consideration of the Policy.

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Cut-Off Date and shall will continue in full force and effect until terminated pursuant to this Section 2.92.2(g). If the Servicer shall resign Bank resigns as Servicer under in accordance with Section 7.6, 6.6 or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) or by the Holders of Notes Noteholders evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 2566 2⁄3% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Noteholders may terminate the rights and obligations of the Owner Trustee if given by the Noteholders or the Certificateholders)Servicer under Section 7.1. As soon as practicable after any termination of such appointment, the Servicer shall deliverwill deliver to the Indenture Trustee (or, or cause at the direction of the Indenture Trustee, to be delivered, its agent) the Receivable Files and the related accounts and records maintained by the Servicer to at such place or places as the Indenture TrusteeTrustee may reasonably designate; provided, however, that with respect to authoritative copies of the Receivables constituting electronic chattel paper, the Servicer, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s agent or (ii) deliver copies of such authoritative copies and destroy the authoritative copies maintained by the Servicer prior to its termination such that such copy delivered to the Indenture Trustee or the Indenture Trustee’s designee, as agent becomes the case may be, at such place as authoritative copy of the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designateReceivable constituting electronic chattel paper.

Effective Period and Termination. The Master Servicer’s 's appointment as custodian shall become effective as of the Cutoff Cut-Off Date and shall continue in full force and effect until terminated pursuant under this Section, upon the termination of the Issuer or the repurchase of all of the Contracts by the Seller, whichever is first to this Section 2.9occur. If the Master Servicer shall resign as Servicer under Section 7.6, in accordance with the provisions of this Agreement or if all of the rights and obligations of the Master Servicer shall have been terminated under pursuant to Section 8.18.01, the appointment of the Master Servicer as custodian hereunder may shall be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% a majority of the Note Balance Outstanding Amount of the Controlling Class orNotes, if the Notes have been paid in fullvoting together as a single class, by the Holders of Certificates Owner Trustee, by Certificateholders evidencing not less than 25% a majority of the aggregate Certificate Percentage Interest Interest, or (iii) by the Insurer, in the same manner as the Indenture Trustee, the Owner Trustee, with the consent Insurer or such Holders may terminate the rights and obligations of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, in each case by notice then given in writing Master Servicer pursuant to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders or the Certificateholders)Section 8.01. As soon as practicable after any termination of such appointment, the Master Servicer shall delivershall, at its own expense, deliver the Contract Files to the Owner Trustee or cause to be delivered, the Receivable Files and the related accounts and records maintained its agent or as designated by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, Owner Trustee at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place or places as the Owner Trustee may reasonably designatedesignate and shall cooperate in good faith to effect such delivery.

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9. If the Servicer shall resign as Servicer under Section 7.6, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture TrusteeTrustee and the Insurer, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or Balance, (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of or (iv) by the Controlling ClassInsurer, in each case by notice then given in writing to the Depositor Depositor, the Servicer and the Servicer Insurer (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s 's agent or the Indenture Trustee’s 's designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer shall resign as Servicer under Section 7.66.05, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.01, the appointment of the Servicer as custodian hereunder may be terminated by (i) by the TrustIssuer, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates Certificateholders evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee Trustees if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s 's agent or the Indenture Trustee’s 's designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.. ARTICLE THREE

Effective Period and Termination. The Master Servicer’s 's appointment as custodian shall become effective as of the Initial Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Master Servicer shall resign as Master Servicer under Section 7.66.05, or if all of the rights and obligations of the Master Servicer shall have been terminated under Section 8.17.01, the appointment of the Master Servicer as custodian hereunder may be terminated by (i) by the TrustIssuer, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates Certificateholders evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and the Master Servicer (with a copy to the Indenture Trustee and the Owner Trustee Trustees if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Master Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Master Servicer to the Indenture Trustee, the Indenture Trustee’s 's agent or the Indenture Trustee’s 's designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.. ARTICLE THREE

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Closing Date and shall will continue in full force and effect until terminated pursuant to this Section 2.92.2(f). If the Servicer shall resign BAC resigns as Servicer under Section 7.6, in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) or by the Holders Noteholders of Notes evidencing not less than 25% a majority of the Note Balance of the Controlling Class (or, if the Notes have been paid in fullare no longer Outstanding, by the Holders of Certificates evidencing not less than 25% Relevant Trustee at the direction of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling ClassMajority Certificateholders), in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Noteholders (or Certificateholders) may terminate the rights and obligations of the Owner Trustee if given by the Noteholders or the Certificateholders)Servicer under Section 7.1. As soon as practicable after any termination of such appointment, the Servicer shall deliverwill deliver to the Indenture Trustee (or, or cause at the direction of the Indenture Trustee, to be delivered, its agent) the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place or places as the Indenture Trustee may reasonably designate ordesignate; provided, if however, that with respect to authoritative copies of the Notes have Receivables constituting electronic chattel paper, the Servicer, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s agent (provided that the Servicer has not been paid terminated in full, at accordance with the provisions of this Section 2.2(f)) or (ii) deliver copies of such place as authoritative copies and destroy the Owner authoritative copies maintained by the Servicer prior to its termination such that the copy delivered to the Indenture Trustee may reasonably designateor the Indenture Trustee’s agent becomes the authoritative copy of the Receivable and constitutes electronic chattel paper.

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Cut-Off Date and shall will continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer shall resign VCI resigns as Servicer under Section 7.6, in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) or by the Holders Noteholders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates evidencing not less than 25% a majority of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent outstanding principal balance of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling ClassOutstanding Notes, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Noteholders may terminate the rights and obligations of the Owner Trustee if given by the Noteholders or the Certificateholders)Servicer under Section 7.1. As soon as practicable after any termination of such appointment, the Servicer shall deliverwill deliver to the Indenture Trustee (or, or cause at the direction of the Indenture Trustee, to be delivered, its agent) the Receivable Files and the related accounts and records maintained by the Servicer to at such place or places as the Indenture TrusteeTrustee may reasonably designate; provided, however, that with respect to authoritative copies of the Receivables constituting electronic chattel paper, the Servicer, as custodian, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s agent or (ii) deliver copies of such authoritative copies and destroy the authoritative copies maintained by the Servicer prior to its termination such that such copy delivered to the Indenture Trustee or the Indenture Trustee’s designee, as agent becomes the case may be, at such place as authoritative copy of the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.Receivable constituting electronic chattel paper. 5 2023-2 Sale & Servicing Agreement

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9. If the Servicer shall resign as Servicer under Section 7.67.7, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and Depositor, the Servicer and [the Backup Servicer] (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.

Effective Period and Termination. The Servicer’s appointment of the Servicer as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.92.8. If the Servicer shall resign as Servicer under Section 7.66.5, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) Trustee or by the Holders of Notes evidencing not less than twenty-five percent (25% %) of the Note Balance principal amount of the Controlling Class then Outstanding Notes or, with the consent of Holders of Notes evidencing not less than twenty-five percent (25%) of the principal amount of the then Outstanding Notes or, if the Notes have been paid in fullfull and the Indenture discharged in accordance with its terms, by the Owner Trustee or by Holders of Certificates evidencing not less than twenty-five percent (25% %) of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling ClassBalance, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Holders of the Notes may terminate the rights and obligations of the Owner Trustee if given by the Noteholders or the Certificateholders)Servicer under Section 7.1. As soon as practicable after any termination of such appointment, the Servicer (at its own expense) shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, Trustee or an agent or designee of the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, Trustee (including any Successor Servicer) at such place or places as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Cut-Off Date and shall will continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer shall resign PFS resigns as Servicer under Section 7.6, in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) or by the Holders Noteholders of Notes evidencing not less than 25% a majority of the aggregate Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling ClassOutstanding Notes, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Noteholders may terminate the rights and obligations of the Owner Trustee if given by the Noteholders or the Certificateholders)Servicer under Section 7.1. As soon as practicable after any termination of such appointment, the Servicer shall deliverwill deliver to the Indenture Trustee (or, or cause at the direction of the Indenture Trustee, to be delivered, its agent) the Receivable Files and the related accounts and records maintained by the Servicer to at such place or places as the Indenture TrusteeTrustee may reasonably designate; provided, however, that with respect to authoritative copies of the Receivables constituting electronic chattel paper, the Servicer, as custodian, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s agent or (ii) deliver copies of such authoritative copies and destroy the authoritative copies maintained by the Servicer prior to its termination such that such copy delivered to the Indenture Trustee or the Indenture Trustee’s designee, as agent becomes the case may be, at such place as authoritative copy of the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designateReceivable constituting electronic chattel paper.

Effective Period and Termination. The Servicer’s 's appointment -------------------------------- as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer DFS shall resign as Servicer under Section 7.6, in accordance with Article VII of this Agreement or if all of the rights and obligations of the any Servicer shall have been terminated under pursuant to Section 8.18.01, the appointment of the such Servicer as custodian hereunder may shall be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) Trustee or by the Holders of Notes evidencing not less than 25% of the Note Balance Outstanding Amount of the Controlling Class Notes (or, if the Notes have been paid in full, by the Owner Trustee or by the Residual Interestholder, in the same manner as the Indenture Trustee or such Holders of Certificates evidencing not less than 25% Notes may terminate the rights and obligations of the aggregate Certificate Percentage Interest or (iii) by the Owner TrusteeServicer under Section 8.01). The Indenture Trustee or, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling ClassIndenture Trustee, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee if given by may terminate the Noteholders or Servicer's appointment as custodian, with cause, at any time upon written notification to the Certificateholders)Servicer and, without cause, upon 30 days' prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, deliver the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent Trustee or the Indenture Trustee’s designee, as the case may be, 's agent at such place or places as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.

Effective Period and Termination. The Master Servicer’s appointment as custodian shall become effective as of the Cutoff Date Closing Date, and shall continue in full force and effect until terminated pursuant to this Section 2.92.8. If the Servicer U.S. Bank National Association shall resign as Master Servicer under Section 7.6, in accordance with the provisions of this Agreement or if all of the rights and obligations of the Master Servicer shall have been terminated under Section 8.17.1, the appointment of the Master Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) Trustee or by the Holders holders of Notes evidencing not less than 25% a majority of the Note Balance Outstanding Amount of the Controlling Class or, Notes (or if the no Notes have been paid in fullare Outstanding, by the Holders holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling ClassInterests aggregating at least 51%), in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Securityholders may terminate the rights and obligations of the Owner Trustee if given by the Noteholders or the Certificateholders)Master Servicer under Section 7.1. As soon as practicable after any termination of such appointment, the Master Servicer shall deliver, deliver to the Indenture Trustee or cause to be delivered, the Indenture Trustee’s agent any Receivable Files and the related accounts and records maintained by the Master Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place or places as the Indenture Trustee may reasonably designate ordesignate. Notwithstanding the foregoing, if after any termination of the Notes rights and obligations of the Master Servicer under this Agreement, the Receivables Servicer, unless the rights and obligations of the Receivables Servicer have been paid in fullterminated pursuant to the terms and conditions of the Receivables Servicing Agreement, at such place as shall maintain custody of the Owner Trustee may reasonably designateReceivables and the related accounts and records maintained by it pursuant to the Receivables Servicing Agreement.

Effective Period and Termination. The Master Servicer’s 's appointment as custodian shall become effective as of the Cutoff Date Closing Date, and shall continue in full force and effect until terminated pursuant to this Section 2.92.8. If the Servicer [_____________________], shall resign as Master Servicer under Section 7.6, in accordance with the provisions of this Agreement or if all of the rights and obligations of the Master Servicer shall have been terminated under Section 8.17.1, the appointment of the Master Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) Trustee or by the Holders holders of Notes evidencing not less than 25% a majority of the Note Balance principal amount of the Controlling Class or, Notes Outstanding (or if the no Notes have been paid in fullare Outstanding, by the Holders holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling ClassInterests aggregating at least 51%), in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Securityholders may terminate the rights and obligations of the Owner Trustee if given by the Noteholders or the Certificateholders)Master Servicer under Section 7.1. As soon as practicable after any termination of such appointment, the Master Servicer shall deliver, deliver to the Indenture Trustee or cause to be delivered, the Indenture Trustee's agent any Receivable Files and the related accounts and records maintained by the Master Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place or places as the Indenture Trustee may reasonably designate ordesignate. Notwithstanding the foregoing, if after any termination of the Notes rights and obligations of the Master Servicer under this Agreement, each Receivables Servicer, unless the rights and obligations of such Receivables Servicer have been paid in fullterminated pursuant to the terms and conditions of its Receivables Servicing Agreement, at such place as shall maintain custody of the Owner Trustee may reasonably designaterelated Receivables and the related accounts and records maintained by it pursuant to the applicable Receivables Servicing Agreement(s).

Effective Period and Termination. The Servicer’s 's -------------------------------- appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9. If the Servicer shall resign as Servicer under Section 7.6, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture TrusteeTrustee and the Insurer, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or Balance, (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of or (iv) by the Controlling ClassInsurer, in each case by notice then given in writing to the Depositor Depositor, the Servicer and the Servicer Insurer (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s 's agent or the Indenture Trustee’s 's designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer shall resign as Servicer under Section 7.66.05, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.02, the appointment of the Servicer as custodian hereunder may be terminated (i) by the TrustIssuer, with the consent of the Indenture TrusteeTrustee and, so long as no Insurer Default shall have occurred and be continuing, the Insurer, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or Balance and, so long as no Insurer Default shall have occurred and be continuing, with the consent of the Insurer, (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance and, so long as no Insurer Default shall have occurred and be continuing, with the consent of the Controlling ClassInsurer or (iv) so long as no Insurer Default shall have occurred and be continuing, by the Insurer, in each case by notice then given in writing to the Depositor Depositor, the Servicer and the Servicer Insurer (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, at its expense, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s 's agent or the Indenture Trustee’s 's designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.. 27 ARTICLE THREE

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Cut-Off Date and shall will continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer shall resign Bank resigns as Servicer under Section 7.6, in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) or by the Holders of Notes Noteholders evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% a majority of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Noteholders may terminate the rights and obligations of the Owner Trustee if given by the Noteholders or the Certificateholders)Servicer under Section 7.1. As soon as practicable after any termination of such appointment, the Servicer shall deliverwill deliver to the Indenture Trustee (or, or cause at the direction of the Indenture Trustee, to be delivered, its agent) the Receivable Files and the related accounts and records maintained by the Servicer to at such place or places as the Indenture TrusteeTrustee may reasonably designate; provided, however, that with respect to authoritative copies of the Receivables constituting electronic chattel paper, the Servicer, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s agent or (ii) deliver copies of such authoritative copies and destroy the authoritative copies maintained by the Servicer prior to its termination such that such copy delivered to the Indenture Trustee or the Indenture Trustee’s designee, as agent becomes the case may be, at such place as authoritative copy of the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designateReceivable constituting electronic chattel paper.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer shall resign as Servicer under Section 7.66.05, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.01, the appointment of the Servicer as custodian hereunder may be terminated by (i) by the TrustIssuer, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the [Controlling Class Class][Notes] or, if the Notes have been paid in full, by the Holders of Certificates Certificateholders evidencing not less than 25% of the aggregate Certificate Percentage Interest Interests then outstanding or (iii) by the Owner Indenture Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the [Controlling ClassClass][Notes], in each case by notice then given in writing to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee Trustees if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.

Effective Period and Termination. The Master Servicer’s 's appointment as custodian shall become effective as of the Cutoff Date Closing Date, and shall continue in full force and effect until terminated pursuant to this Section 2.92.8. If the Servicer U.S. Bank National Association shall resign as Master Servicer under Section 7.6, in accordance with the provisions of this Agreement or if all of the rights and obligations of the Master Servicer shall have been terminated under Section 8.17.1, the appointment of the Master Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) Trustee or by the Holders holders of Notes evidencing not less than 25% a majority of the Note Balance Outstanding Amount of the Controlling Class or, Notes (or if the no Notes have been paid in fullare Outstanding, by the Holders holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling ClassInterests aggregating at least 51%), in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Securityholders may terminate the rights and obligations of the Owner Trustee if given by the Noteholders or the Certificateholders)Master Servicer under Section 7.1. As soon as practicable after any termination of such appointment, the Master Servicer shall deliver, deliver to the Indenture Trustee or cause to be delivered, the Indenture Trustee's agent any Receivable Files and the related accounts and records maintained by the Master Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place or places as the Indenture Trustee may reasonably designate ordesignate. Notwithstanding the foregoing, if after any termination of the Notes rights and obligations of the Master Servicer under this Agreement, the Receivables Servicer, unless the rights and obligations of the Receivables Servicer have been paid in fullterminated pursuant to the terms and conditions of the Receivables Servicing Agreement, at such place as shall maintain custody of the Owner Trustee may reasonably designateReceivables and the related accounts and records maintained by it pursuant to the Receivables Servicing Agreement.

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer shall resign as Servicer under Section 7.66.05, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.01, the appointment of the Servicer as custodian hereunder may be terminated by (i) by the TrustIssuer, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates Certificateholders evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee Trustees if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s 's agent or the Indenture Trustee’s 's designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.. ARTICLE THREE ADMINISTRATION AND SERVICING OF THE TRUST PROPERTY

Effective Period and Termination. The Servicer’s appointment of Onyx as custodian shall become effective as of the Cutoff Closing Date and shall continue in full force and effect until terminated pursuant to this Section 2.9the earlier of (i) the execution of the Appointment of Custodian or (ii) the Certificate Final Scheduled Distribution Date. If the Servicer Onyx shall subsequently resign as Servicer under Section 7.6, in accordance with the terms of this Agreement or if all of the rights and obligations of the Servicer shall have been terminated under pursuant to Section 8.17.01, the appointment of the Servicer as custodian hereunder Custodian may be terminated by the Insurer, or if an Insurer Default has occurred and is continuing, (i) if the Notes have not been paid in full, by the Trust, with the consent of the Indenture Trustee, (ii) by the Holders holders of Notes evidencing not less than 25% of the Note Balance outstanding principal amount of the Controlling Class orNotes, acting together as a single class, or by the Indenture Trustee or (ii) if the Notes have been paid in full, by the Holders holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent outstanding principal amount of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders or the Certificateholders)Certificates. As soon as practicable after any termination of such appointment, Onyx as Custodian and Onyx as Servicer shall, at the Servicer shall deliverServicer's expense, deliver or cause to be delivered, the Receivable delivery of all Contract Documents and all Contract Files and the related accounts and records maintained by the Servicer (including those held in microfiche or electronic form) to the Indenture Trustee, the Indenture Trustee’s Trustee or its agent or the Indenture Trustee’s designee, as the case may be, at such place as the Indenture Trustee may reasonably designate (or, if the Notes have Indenture has been paid in fullsatisfied and discharged, as directed by the Trust, with the consent of the Insurer) at such place or places as the Owner Trustee applicable party may reasonably designatedesignate and shall cooperate in good faith to effect such delivery. The foregoing notwithstanding, if the Servicer is acting as Custodian, the Servicer shall, at the request of the Insurer, deliver the Contract Documents to the Indenture Trustee in the event that such delivery is required by any Rating Agency to consider the Securities investment grade without consideration of the Policy.

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as of September 27, 2004 with respect to the Cutoff Date DCS Receivables and as of October 1, 2004 with respect to the Ford Receivables and the GMAC Receivables, and shall continue in full force and effect until terminated pursuant to this Section 2.92.8. If the Servicer shall resign Bear Stearns Asset Receivables Corp. xxxxx xesign as Servicer under Section 7.6, in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) Trustee or by the Holders holders of Notes evidencing not less than 25% a majority of the Note Balance principal amount of the Controlling Class or, Notes Outstanding (or if the no Notes have been paid in fullare Outstanding, by the Holders holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling ClassInterests aggregating at least 51%), in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Securityholders may terminate the rights and obligations of the Owner Trustee if given by the Noteholders or the Certificateholders)Servicer under Section 7.1. As soon as practicable after any termination of such appointment, the Servicer shall deliver, deliver to the Indenture Trustee or cause to be delivered, the Indenture Trustee's agent any Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place or places as the Indenture Trustee may reasonably designate ordesignate. Notwithstanding the foregoing, if after any termination of the Notes rights and obligations of the Servicer under this Agreement, each Receivables Servicer, unless the rights and obligations of such Receivables Servicer have been paid in fullterminated pursuant to the terms and conditions of its Receivables Servicing Agreement, at such place as shall maintain custody of the Owner Trustee may reasonably designaterelated Receivables and the related accounts and records maintained by it pursuant to the applicable Receivables Servicing Agreement(s).

Effective Period and Termination. The Servicer’s appointment as custodian shall will become effective as of the Cutoff Cut-Off Date and shall will continue in full force and effect until terminated pursuant to this Section 2.92.7. If the Servicer shall resign Bank resigns as Servicer under Section 7.6, in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.16.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) or by the Holders of Notes Noteholders evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 2566 2/3% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Noteholders may terminate the rights and obligations of the Owner Trustee if given by the Noteholders or the Certificateholders)Servicer under Section 6.1. As soon as practicable after any termination of such appointment, the Servicer shall deliverwill deliver to the Indenture Trustee (or, or cause at the direction of the Indenture Trustee, to be delivered, its agent) the Receivable Files and the related accounts and records maintained by the Servicer to at such place or places as the Indenture TrusteeTrustee may reasonably designate. provided, however, that with respect to authoritative copies of the Receivables constituting electronic chattel paper, the Servicer, in its sole discretion, shall either (i) continue to hold any such authoritative copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s agent or (ii) deliver copies of such authoritative copies and destroy the authoritative copies maintained by the Servicer prior to its termination such that such copy delivered to the Indenture Trustee or the Indenture Trustee’s designee, as agent becomes the case may be, at such place as authoritative copy of the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designateReceivable constituting electronic chattel paper.

Effective Period and Termination. The Servicer’s 's -------------------------------- appointment as custodian shall become effective as of the Cutoff Closing Date and shall continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer shall resign as Servicer under Section 7.6, in accordance with the provisions of this Agreement or if all of the rights and obligations of the any Servicer shall have been terminated under Section 8.18.01, the appointment of the such Servicer as custodian hereunder may shall be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) Trustee or by the Holders of Notes evidencing not less than 25% of the Note Balance Outstanding Amount of the Controlling Class Notes or, if with the consent of Holders of the Notes have been paid in full, by the Holders of Certificates evidencing not less than 25% the Outstanding Amount of the aggregate Certificate Percentage Interest or (iii) by the Owner TrusteeNotes or, with the consent of the Holders of the Notes evidencing not less than 25% of the Note Balance Outstanding Amount of the Controlling ClassNotes, by the Owner Trustee or by Certificateholders evidencing not less than 25% of the Certificate Balance, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. The Indenture Trustee or, with the consent of the Indenture Trustee, the Owner Trustee if given by may terminate the Noteholders or Servicer's appointment as custodian, with cause, at any time upon written notification to the Certificateholders)Servicer, and without cause upon 30 days' prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, deliver the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent Trustee or the Indenture Trustee’s designee, as the case may be, 's agent at such place or places as the Indenture Trustee may reasonably designate ordesignate. Notwithstanding any termination of the Servicer as custodian, if the Notes have been paid in fullIndenture Trustee or Owner Trustee, at such place as applicable, shall provide, or shall cause its agent to provide, access to the Owner Trustee may reasonably designateReceivable Files to the Servicer for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables hereunder.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer shall resign as Servicer under Section 7.66.05, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.01, the appointment of the Servicer as custodian hereunder may be terminated by (i) by the TrustIssuer, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class Notes or, if the Notes have been paid in full, by the Holders of Certificates Certificateholders evidencing not less than 25% of the aggregate Certificate Percentage Interest Interests or (iii) by the Owner Indenture Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling ClassNotes, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee Trustees if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.. ARTICLE THREE

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9. If the Servicer shall resign as Servicer under Section 7.6, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture TrusteeTrustee and the Insurer, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or Balance, (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of or (iv) by the Controlling ClassInsurer, in each case by notice then given in writing to the Depositor Depositor, the Servicer and the Servicer Insurer (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s 's agent or the Indenture Trustee’s 's designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate. ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND OTHER TRUST PROPERTY

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer shall resign as Servicer under Section 7.66.05, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.01, the appointment of the Servicer as custodian hereunder may be terminated by (i) by the TrustIssuer, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the [Controlling Class Class][Notes] or, if the Notes have been paid in full, by the Holders of Certificates Certificateholders evidencing not less than 25% of the aggregate Certificate Percentage Interest Interests then outstanding or (iii) by the Owner Indenture Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the [Controlling ClassClass][Notes], in each case by notice then given in writing to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee Trustees if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.. ADMINISTRATION AND SERVICING OF THE TRUST PROPERTY

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as of the Cutoff Cut-off Date and shall continue in full force and effect until terminated pursuant to this Section 2.92.8. If the Servicer Bear Stearns Asset Receivables Corp. shall resign as Servicer under Section 7.6, in accordaxxx xxxh the provisions of this Agreement or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) or by the Holders holders of Notes evidencing not less than 25% a majority of the Note Balance principal amount of the Controlling Class or, Notes Outstanding (or if the no Notes have been paid in fullare Outstanding, by the Holders holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling ClassInterests aggregating at least 51%), in each case by notice then given in writing to the Depositor and the Servicer (with a copy to same manner as the Indenture Trustee or such Securityholders may terminate the rights and obligations of the Owner Trustee if given by the Noteholders or the Certificateholders)Servicer under Section 7.1. As soon as practicable after any termination of such appointment, the Servicer shall deliver, deliver to the Indenture Trustee or cause to be delivered, the Indenture Trustee's agent any Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place or places as the Indenture Trustee may reasonably designate ordesignate. Notwithstanding the foregoing, if after any termination of the Notes rights and obligations of the Servicer under this Agreement, each Receivables Servicer, unless the rights and obligations of such Receivables Purchaser have been paid in fullterminated pursuant to the terms and conditions of its Receivables Servicing Agreement, at such place as shall maintain custody of the Owner Trustee may reasonably designaterelated Receivables and the related accounts and records maintained by it pursuant to its Receivables Servicing Agreements.

Effective Period and Termination. The Servicer’s 's -------------------------------- appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9. If the Servicer shall resign as Servicer under Section 7.67.5, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture TrusteeTrustee and the Insurer, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or Balance, (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of or (iv) by the Controlling ClassInsurer, in each case by notice then given in writing to the Depositor Depositor, the Servicer and the Servicer Insurer (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s 's agent or the Indenture Trustee’s 's designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer shall resign as Servicer under Section 7.66.05, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.01, the appointment of the Servicer as custodian hereunder may be terminated by (i) by the TrustIssuer, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the [Controlling Class Class][Notes] or, if the Notes have been paid in full, by the Holders of Certificates Certificateholders evidencing not less than 25% of the aggregate Certificate Percentage Interest Interests then outstanding or (iii) by the Owner Indenture Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the [Controlling ClassClass][Notes], in each case by notice then given in writing to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee Trustees if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.. ARTICLE THREE ADMINISTRATION AND SERVICING OF THE TRUST PROPERTY

Effective Period and Termination. The Servicer’s 's appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9. If the Servicer shall resign as Servicer under Section 7.6, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of the Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest Interest, or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s 's agent or the Indenture Trustee’s 's designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.

Effective Period and Termination. The Master Servicer’s 's appointment as custodian shall become effective as of the Cutoff Cut-Off Date and shall continue in full force and effect until terminated pursuant under this Section, upon the termination of the Trust or the repurchase of all of the Contracts by the Seller, whichever is first to this Section 2.9occur. If the Master Servicer shall resign as Servicer under Section 7.6, in accordance with the provisions of this Agreement or if all of the rights and obligations of the Master Servicer shall have been terminated under pursuant to Section 8.18.01, the appointment of the Master Servicer as custodian hereunder may shall be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 2551% of the Note Balance Outstanding Amount of the Controlling Class or, if the Notes have been paid in fullNotes, by the Holders of Certificates Owner Trustee, by Certificateholders evidencing not less than 2551% of the aggregate Certificate Percentage Interest Interest, or (iii) by the Insurer, in the same manner as the Indenture Trustee, the Owner Trustee, with the consent Insurer or such Holders may terminate the rights and obligations of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, in each case by notice then given in writing Master Servicer pursuant to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders or the Certificateholders)Section 8.01. As soon as practicable after any termination of such appointment, the Master Servicer shall delivershall, at its own expense, deliver the Contract Files to the Owner Trustee or cause to be delivered, the Receivable Files and the related accounts and records maintained its agent or as designated by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, Owner Trustee at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place or places as the Owner Trustee may reasonably designatedesignate and shall cooperate in good faith to effect such delivery.

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer shall resign as Servicer under Section 7.66.05, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.01, the appointment of the Servicer as custodian hereunder may be terminated by (i) by the TrustIssuer, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class Notes or, if the Notes have been paid in full, by the Holders of Certificates Certificateholders evidencing not less than 25% of the aggregate Certificate Percentage Interest Interests then outstanding or (iii) by the Owner Indenture Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling ClassNotes, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee Trustees if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.. ARTICLE THREE

Effective Period and Termination. The Master Servicer’s 's appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Master Servicer shall resign as Master Servicer under Section 7.66.05, or if all of the rights and obligations of the Master Servicer shall have been terminated under Section 8.17.01, the appointment of the Master Servicer as custodian hereunder may be terminated by (i) by the TrustIssuer, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates Certificateholders evidencing not less than 25% of the aggregate Certificate Percentage Interest Interests then outstanding or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and the Master Servicer (with a copy to the Indenture Trustee and the Owner Trustee Trustees if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Master Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Master Servicer to the Indenture Trustee, the Indenture Trustee’s 's agent or the Indenture Trustee’s 's designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.. ARTICLE THREE

Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Servicer shall resign as Servicer under Section 7.66.05, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.17.01, the appointment of the Servicer as custodian hereunder may be terminated by (i) by the TrustIssuer, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class Notes or, if the Notes have been paid in full, by the Holders of Certificates Certificateholders evidencing not less than 25% of the aggregate Certificate Percentage Interest Interests or (iii) by the Owner Indenture Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling ClassNotes, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee Trustees if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.

Effective Period and Termination. The Master Servicer’s 's appointment as custodian shall become effective as of the Initial Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9Section. If the Master Servicer shall resign as Master Servicer under Section 7.66.05, or if all of the rights and obligations of the Master Servicer shall have been terminated under Section 8.17.01, the appointment of the Master Servicer as custodian hereunder may be terminated by (i) by the TrustIssuer, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates Certificateholders evidencing not less than 25% of the aggregate Certificate Percentage Interest Interests then outstanding or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and the Master Servicer (with a copy to the Indenture Trustee and the Owner Trustee Trustees if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Master Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Master Servicer to the Indenture Trustee, the Indenture Trustee’s 's agent or the Indenture Trustee’s 's designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.. ARTICLE THREE