Resignation of Cash Manager. The appointment of the Cash Manager under this Agreement may be terminated upon the expiry of not less than 12 months' written notice of termination given by the Cash Manager to the Issuer, the Seller and the Security Trustee without providing any reason therefor and without being responsible for any liability incurred by reason thereof unless such liability arises as a result of its own negligence, wilful default or fraud or from any breach by the Cash Manager of its obligations under this Agreement (or such shorter time as may be agreed between the Cash Manager, the Issuer, the Seller and the Security Trustee) provided that:
Resignation of Cash Manager. The Cash Manager may resign from its appointment under this Agreement only upon giving not less than twelve (12) months' notice to each of the Mortgages Trustee, Funding and the Security Trustee, PROVIDED THAT:
Resignation of Cash Manager. The appointment of the Cash Manager under this Agreement may be terminated by the Cash Manager upon the expiry of not less than 60 days' written notice of termination given by the Cash Manager to the Issuer with a copy to the Trustee (or such shorter time as may be agreed between the Cash Manager, the Issuer and the Trustee) provided that a successor Cash Manager shall be appointed in accordance with Clause 16 (Appointment of Successor Cash Manager), such appointment to be effective not later than the date of such termination and the Issuer shall notify the Rating Agencies in writing of the identity of such successor Cash Manager along with details of the proposed successor Xxxx Manager's proposed fees.
Resignation of Cash Manager. The appointment of the Cash Manager under this Agreement may be terminated upon the expiry of not less than 12 months' notice of termination given by the Cash Manager to the Mortgages Trustee, Funding 1, Funding 2 and the Security Trustee PROVIDED THAT:
Resignation of Cash Manager. The appointment of the Cash Manager under this Agreement may be terminated upon the expiry of not less than 12 months’ notice of termination given by the Cash Manager to the Guarantor and the Bond Trustee (or such shorter time as may be agreed between the Cash Manager, the Guarantor and the Bond Trustee) provided that:
(a) a Substitute Cash Manager shall be appointed, such appointment to be effective not later than the date of such termination;
(b) such Substitute Cash Manager has cash management experience and is approved by each of the Guarantor and the Bond Trustee;
(c) the ratings of the unsecured, unsubordinated and unguaranteed debt obligations of such Substitute Cash Manager meet or exceed the Cash Manager Required Ratings from each Rating Agency;
(d) the Substitute Cash Manager enters into an agreement substantially on the same terms as the relevant provisions of this Agreement or on such terms as are satisfactory to the Guarantor and the Bond Trustee, all in compliance with the CMHC Guide and which agreement shall include a covenant of such Substitute Cash Manager to comply with the provisions of, and perform its obligations under, the CMHC Guide; and
(e) the Substitute Cash Manager shall accede to the terms of any Transaction Document pursuant to which the Cash Manager is obligated to perform services, including the Intercompany Loan Agreement.
