Common use of Removal of the Credit Risk Manager Clause in Contracts

Removal of the Credit Risk Manager. So long as Deutsche Bank Securities Inc. is the Holder of the Class CE-1 Certificate it may, at its option, terminate the Credit Risk Manager if the Credit Risk Manager breaches its obligations under the Credit Risk Management Agreements in any material respect and has not cured such breach as promptly as practicable but in no event later than 30 days after receiving written notice of such breach. In the event that a party other than Deutsche Bank Securities Inc. is the Holder of the Class CE-1 Certificate, the Holder of the Class CE-1 Certificate shall not have such termination right. In addition, the Credit Risk Manager may be removed as Credit Risk Manager under both Credit Risk Management Agreements by Certificateholders holding not less than 66 2/3% of the Voting Rights in the Trust Fund, in the exercise of its or their sole discretion. Upon the termination of the Credit Risk Manager by the Certificateholders or Deutsche Bank Securities Inc. as provided above, the Certificateholders or Deutsche Bank Securities Inc., as applicable, shall provide written notice of the Credit Risk Manager’s removal to the Trustee and the Servicers. Upon receipt of such notice, the Trustee shall provide written notice to the Credit Risk Manager of its removal, which shall be effective upon receipt of such notice by the Credit Risk Manager with a copy to the Securities Administrator and the Master Servicer. Upon the termination of the Credit Risk Manager by the Holder of the Class CE-1 Certificate as provided above, the Holder of the Class CE-1 Certificate may, at its option, appoint a successor Credit Risk Manager. If the Holder of the Class CE-1 Certificate fails to appoint a successor Credit Risk Manager, the Depositor may appoint a successor Credit Risk Manager. Upon the termination of the Credit Risk Manager by the Certificateholders as provided above, the Depositor shall appoint a successor Credit Risk Manager. Notwithstanding the foregoing, the termination of the Credit Risk Manager pursuant to this Section shall not become effective until the appointment of a successor Credit Risk Manager.

Removal of the Credit Risk Manager. So long as Deutsche Bank Securities Inc. is the Holder of the Class CE-1 CE Certificate it may, at its option, terminate the Credit Risk Manager if the Credit Risk Manager breaches its obligations under the Credit Risk Management Agreements in any material respect and has not cured such breach as promptly as practicable but in no event later than 30 days after receiving written notice of such breach. In the event that a party other than Deutsche Bank Securities Inc. is the Holder of the Class CE-1 CE Certificate, the Holder of the Class CE-1 CE Certificate shall not have such termination right. In addition, the Credit Risk Manager may be removed as Credit Risk Manager under both Credit Risk Management Agreements by Certificateholders holding not less than 66 2/3% of the Voting Rights in the Trust Fund, in the exercise of its or their sole discretion. Upon the termination of the Credit Risk Manager by the Certificateholders or Deutsche Bank Securities Inc. as provided above, the Certificateholders or Deutsche Bank Securities Inc., as applicable, shall provide written notice of the Credit Risk Manager’s 's removal to the Trustee and the ServicersTrustee. Upon receipt of such notice, the Trustee shall provide written notice to the Credit Risk Manager of its removal, which shall be effective upon receipt of such notice by the Credit Risk Manager with a copy to the Securities Administrator and the Master Servicer. Upon the termination of the Credit Risk Manager by the Holder of the Class CE-1 CE Certificate as provided above, the Holder of the Class CE-1 CE Certificate may, at its option, appoint a successor Credit Risk Manager. If the Holder of the Class CE-1 CE Certificate fails to appoint a successor Credit Risk Manager, the Depositor may appoint a successor Credit Risk Manager. Upon the termination of the Credit Risk Manager by the Certificateholders as provided above, the Depositor shall appoint a successor Credit Risk Manager. Notwithstanding the foregoing, the termination of the Credit Risk Manager pursuant to this Section shall not become effective until the appointment of a successor Credit Risk Manager.

Removal of the Credit Risk Manager. So long as Deutsche Bank Securities Inc. is the Holder of the Class CE-1 CE Certificate it may, at its option, terminate the Credit Risk Manager if the Credit Risk Manager breaches its obligations under the Credit Risk Management Agreements in any material respect and has not cured such breach as promptly as practicable but in no event later than 30 days after receiving written notice of such breach. In the event that a party other than Deutsche Bank Securities Inc. is the Holder of the Class CE-1 CE Certificate, the Holder of the Class CE-1 CE Certificate shall not have such termination right. In addition, the Credit Risk Manager may be removed as Credit Risk Manager under both Credit Risk Management Agreements by Certificateholders holding not less than 66 2/3% of the Voting Rights in the Trust Fund, in the exercise of its or their sole discretion. Upon the termination of the Credit Risk Manager by the Certificateholders or Deutsche Bank Securities Inc. as provided above, the Certificateholders or Deutsche Bank Securities Inc., as applicable, shall provide written notice of the Credit Risk Manager’s 's removal to the Trustee and the Servicers. Upon receipt of such notice, the Trustee shall provide written notice to the Credit Risk Manager of its removal, which shall be effective upon receipt of such notice by the Credit Risk Manager with a copy to the Securities Administrator and the Master Servicer. Upon the termination of the Credit Risk Manager by the Holder of the Class CE-1 CE Certificate as provided above, the Holder of the Class CE-1 CE Certificate may, at its option, appoint a successor Credit Risk Manager. If the Holder of the Class CE-1 CE Certificate fails to appoint a successor Credit Risk Manager, the Depositor may appoint a successor Credit Risk Manager. Upon the termination of the Credit Risk Manager by the Certificateholders as provided above, the Depositor shall appoint a successor Credit Risk Manager. Notwithstanding the foregoing, the termination of the Credit Risk Manager pursuant to this Section shall not become effective until the appointment of a successor Credit Risk Manager.