Common use of Resignation of Custodian Clause in Contracts

Resignation of Custodian. i. The Custodian may resign and appoint a successor trustee or custodian to serve under this Agreement, or under another governing agreement selected by the successor trustee or custodian, by delivering written notice to Depositor at least 30 days prior to the effective date of such resignation and appointment. The Depositor shall then have 30 days from the date of such notice to either: 1) request a distribution of the entire balance of Depositor’s Account or 2) designate a different successor trustee or custodian and notify the Custodian of such designation. If the Depositor does not request distribution of the account balance or notify the Custodian of the designation of a different successor trustee or custodian within such 30-day period, the Depositor shall be deemed to have consented to the appointment of the successor trustee or custodian and the terms of any new governing instrument, and neither the Depositor nor the successor shall be required to execute any written document to complete the transfer of the account to the successor trustee or custodian. The successor trustee or custodian may rely on any information, including beneficiary designations, previously provided by the Depositor to the Custodian. Where a new governing agreement is selected by the successor trustee or custodian said agreement and related disclosure will be provided to Depositor together with or under separate cover from the notice required in this provision. ii. The Custodian may resign and demand that the Depositor appoint a successor trustee or custodian for the Custodial Account by giving the Depositor written notice at least 30 days prior to the effective date of such resignation. The Depositor shall then have 30 days from the date of such notice to designate a successor trustee or custodian, notify the Custodian of the name and address of the successor trustee or custodian, and provide the Custodian with appropriate evidence that such successor has accepted the appointment and is qualified to serve as trustee or custodian of an individual retirement account. A. If the Depositor designates a successor trustee or custodian and provides the Custodian evidence of the successor's acceptance of appointment and qualification within such 30-day period, the Custodian shall then deliver all of the assets held by the Custodian in the account (whether in cash or personal or real property, wherever located, and regardless of value) to the successor trustee or custodian. B. If the Depositor does not notify the Custodian of the appointment of a successor trustee or custodian within such 30-day period, then the Custodian may distribute all of the assets held by the Custodian in the account (whether in cash or personal or real property, wherever located, and regardless of value) to the Depositor, outright and free of trust, and the Depositor shall be wholly responsible for the tax consequences of such distribution. C. In either case, the Custodian may expend any assets in the account to pay expenses of transfer (including re-registering the assets and preparation of deeds, assignments, and other instruments of transfer or conveyance) to the successor trustee or custodian or the Depositor, as the case may be. In addition, the Custodian may retain a portion of the assets as a reserve for payment of any anticipated remaining fees and expenses. Upon satisfaction of such fees and expenses, the Custodian shall pay over any remainder of the reserve to the successor trustee or custodian or to the Depositor, as the case may be.

Resignation of Custodian. i. (a) The Custodian may at any time resign and appoint a successor trustee or custodian to serve terminate its obligations under this Agreement, or under another governing agreement selected by the successor trustee or custodian, by delivering Agreement upon at least 90 days' prior written notice to Depositor at least 30 days prior to the effective date of such resignation and appointment. The Depositor shall then have 30 days from the date of such notice to either: 1) request a distribution of the entire balance of Depositor’s Account or 2) designate a different successor trustee or custodian and notify the Custodian of such designation. If the Depositor does not request distribution of the account balance or notify the Custodian of the designation of a different successor trustee or custodian within such 30-day period, the Depositor shall be deemed to have consented to the appointment of the successor trustee or custodian Servicer and the terms of any new governing instrument, and neither the Depositor nor the successor shall be required to execute any written document to complete the transfer of the account to the successor trustee or custodian. The successor trustee or custodian may rely on any information, including beneficiary designations, previously provided by the Depositor to the Custodian. Where a new governing agreement is selected by the successor trustee or custodian said agreement and related disclosure will be provided to Depositor together with or under separate cover from the notice required in this provision. iiIndenture Trustee. The Custodian may resign and demand that be removed at any time at the Depositor written request of the Indenture Trustee. In the event of such resignation or removal, the Indenture Trustee shall appoint a successor trustee or custodian for the Custodial Account by giving the Depositor written notice at least 30 days prior acceptable to the Servicer, which appointment must satisfy the Rating Agency Condition. If the Servicer fails to appoint a successor custodian within 30 days, the Indenture Trustee shall appoint a successor custodian. In no event shall the resignation of the Custodian be effective date until a successor custodian is duly appointed hereunder. One original counterpart of such resignation. The Depositor instrument of appointment shall then have 30 days from the date of such notice be delivered to designate a successor trustee or custodian, notify the Custodian each of the name and address of the successor trustee or custodian, and provide the Custodian with appropriate evidence that such successor has accepted the appointment and is qualified to serve as trustee or custodian of an individual retirement account. A. If the Depositor designates a successor trustee or custodian and provides the Custodian evidence of the successor's acceptance of appointment and qualification within such 30-day periodServicer, the Custodian shall then deliver all of the assets held by the Custodian in the account (whether in cash or personal or real property, wherever located, and regardless of value) to the successor trustee or custodian. B. If the Depositor does not . The Servicer shall notify the Custodian Rating Agencies of any such resignation or removal and the appointment of a successor trustee or custodian within such 30-day period, then the Custodian may distribute all of the assets held by the Custodian in the account (whether in cash or personal or real property, wherever located, and regardless of value) to the Depositor, outright and free of trust, and the Depositor shall be wholly responsible for the tax consequences of such distributioncustodian. C. (b) In either case, the Custodian may expend any assets in the account to pay expenses of transfer (including re-registering the assets and preparation of deeds, assignments, and other instruments of transfer or conveyance) to the successor trustee or custodian or the Depositor, as the case may be. In addition, the Custodian may retain a portion of the assets as a reserve for payment event of any anticipated remaining fees and expenses. Upon satisfaction of such fees and expensesresignation, the Custodian shall pay over any remainder of the reserve promptly transfer to the successor trustee or custodian (or to the DepositorIndenture Trustee if no successor custodian has been appointed) all of the Receivables (including the Receivables Files) in its possession under this Agreement and take such other action as may be requested by the Indenture Trustee to effect the transfer of the Custodian's Receivables Files to the successor custodian, as which shall provide a written receipt for all such transferred documents and instruments. On completion of such transfer, the case may beCustodian shall be relieved of all further responsibilities and obligations hereunder.

Resignation of Custodian. i. (a) The Custodian may at any time resign and appoint a successor trustee or custodian to serve terminate its obligations under this Agreement, or under another governing agreement selected by the successor trustee or custodian, by delivering Agreement upon at least 90 days' prior written notice to Depositor at least 30 days prior to the effective date of such resignation and appointment. The Depositor shall then have 30 days from the date of such notice to either: 1) request a distribution of the entire balance of Depositor’s Account or 2) designate a different successor trustee or custodian and notify the Custodian of such designation. If the Depositor does not request distribution of the account balance or notify the Custodian of the designation of a different successor trustee or custodian within such 30-day period, the Depositor shall be deemed to have consented to the appointment of the successor trustee or custodian Servicer and the terms of any new governing instrument, and neither the Depositor nor the successor shall be required to execute any written document to complete the transfer of the account to the successor trustee or custodian. The successor trustee or custodian may rely on any information, including beneficiary designations, previously provided by the Depositor to the Custodian. Where a new governing agreement is selected by the successor trustee or custodian said agreement and related disclosure will be provided to Depositor together with or under separate cover from the notice required in this provision. iiIndenture Trustee. The Custodian may resign and demand that be removed at any time at the Depositor written request of the Indenture Trustee. In the event of such resignation or removal, the Indenture Trustee shall appoint a successor trustee or custodian for the Custodial Account by giving the Depositor written notice at least 30 days prior acceptable to the Servicer, which appointment must satisfy the Rating Agency Condition. If the Indenture Trustee fails to appoint a successor custodian within 30 days, the Servicer shall appoint a successor custodian. In no event shall the resignation of the Custodian be effective date until a successor custodian is duly appointed hereunder. One original counterpart of such resignation. The Depositor instrument of appointment shall then have 30 days from the date of such notice be delivered to designate a successor trustee or custodian, notify the Custodian each of the name and address of the successor trustee or custodian, and provide the Custodian with appropriate evidence that such successor has accepted the appointment and is qualified to serve as trustee or custodian of an individual retirement account. A. If the Depositor designates a successor trustee or custodian and provides the Custodian evidence of the successor's acceptance of appointment and qualification within such 30-day periodServicer, the Custodian shall then deliver all of the assets held by the Custodian in the account (whether in cash or personal or real property, wherever located, and regardless of value) to the successor trustee or custodian. B. If the Depositor does not . The Servicer shall notify the Custodian Rating Agencies of any such resignation or removal and the appointment of a successor trustee or custodian within such 30-day period, then the Custodian may distribute all of the assets held by the Custodian in the account (whether in cash or personal or real property, wherever located, and regardless of value) to the Depositor, outright and free of trust, and the Depositor shall be wholly responsible for the tax consequences of such distributioncustodian. C. (b) In either case, the Custodian may expend any assets in the account to pay expenses of transfer (including re-registering the assets and preparation of deeds, assignments, and other instruments of transfer or conveyance) to the successor trustee or custodian or the Depositor, as the case may be. In addition, the Custodian may retain a portion of the assets as a reserve for payment event of any anticipated remaining fees and expenses. Upon satisfaction of such fees and expensesresignation, the Custodian shall pay over any remainder of the reserve promptly transfer to the successor trustee or custodian (or to the DepositorIndenture Trustee if no successor custodian has been appointed) all of the Receivables (including the Receivables Files) in its possession under this Agreement and take such other action as may be requested by the Indenture Trustee to effect the transfer of the Custodian's Receivables Files to the successor custodian, as which shall provide a written receipt for all such transferred documents and instruments. On completion of such transfer, the case may beCustodian shall be relieved of all further responsibilities and obligations hereunder.

Resignation of Custodian. i. (a) The Custodian may at any time resign and appoint a successor trustee or custodian to serve terminate its obligations under this Agreement, or under another governing agreement selected by the successor trustee or custodian, by delivering Agreement upon at least 90 days' prior written notice to Depositor at least 30 days prior to the effective date of such resignation and appointment. The Depositor shall then have 30 days from the date of such notice to either: 1) request a distribution of the entire balance of Depositor’s Account or 2) designate a different successor trustee or custodian and notify the Custodian of such designation. If the Depositor does not request distribution of the account balance or notify the Custodian of the designation of a different successor trustee or custodian within such 30-day period, the Depositor shall be deemed to have consented to the appointment of the successor trustee or custodian Servicer and the terms of any new governing instrument, and neither the Depositor nor the successor shall be required to execute any written document to complete the transfer of the account to the successor trustee or custodian. The successor trustee or custodian may rely on any information, including beneficiary designations, previously provided by the Depositor to the Custodian. Where a new governing agreement is selected by the successor trustee or custodian said agreement and related disclosure will be provided to Depositor together with or under separate cover from the notice required in this provision. iiTrustee. The Custodian may resign and demand that be removed at any time at the Depositor written request of the Trustee or the Servicer. In the event of such resignation or removal, the Servicer shall promptly appoint a successor trustee or custodian for the Custodial Account by giving the Depositor written notice at least 30 days prior acceptable to the Trustee and the Certificate Insurer (which approvals shall not be unreasonably withheld). If the Servicer fails to appoint a successor custodian within 30 days, the Trustee shall appoint a successor custodian. In no event shall the resignation of the Custodian be effective date until a successor custodian is duly appointed hereunder. If a successor Custodian has not been appointed and/or has not accepted appointment within 90 days after giving notice of such resignation. The Depositor shall then have 30 days from the date of such notice to designate a successor trustee or custodian, notify the Custodian of the name and address of the successor trustee or custodian, and provide the Custodian with appropriate evidence that such successor has accepted the appointment and is qualified to serve as trustee or custodian of an individual retirement account. A. If the Depositor designates a successor trustee or custodian and provides the Custodian evidence of the successor's acceptance of appointment and qualification within such 30-day period, the resigning Custodian shall then deliver all may petition any court of the assets held by the Custodian in the account (whether in cash or personal or real property, wherever located, and regardless of value) to the successor trustee or custodian. B. If the Depositor does not notify the Custodian of competent jurisdiction for the appointment of a successor trustee or custodian within custodian. One original counterpart of such 30-day period, then the Custodian may distribute all instrument of appointment shall be delivered to each of the assets held by the Custodian in the account (whether in cash or personal or real property, wherever located, and regardless of value) to the Depositor, outright and free of trust, and the Depositor shall be wholly responsible for the tax consequences of such distribution. C. In either caseServicer, the Custodian may expend any assets in the account to pay expenses of transfer (including re-registering the assets and preparation of deeds, assignments, and other instruments of transfer or conveyance) to the successor trustee or custodian or the Depositor, as the case may becustodian. In addition, the Custodian may retain a portion of the assets as a reserve for payment The Servicer shall notify S&P and Xxxxx'x of any anticipated remaining fees such resignation or removal and expenses. Upon satisfaction the appointment of such fees and expensesa successor custodian. (b) In the event of any resignation, the Custodian shall pay over any remainder of the reserve promptly transfer to the successor trustee or custodian (or to the DepositorTrustee if no successor custodian has been appointed) all of the Mortgage Files in its possession under this Agreement and take such other action as may be reasonably requested by the Servicer or Trustee to effect the transfer of the Custodian's Mortgage Files to the successor custodian, as which shall provide a written receipt for all such transferred documents and instruments. On completion of such transfer, the case may beCustodian shall be relieved of all further responsibilities and obligations hereunder.

Resignation of Custodian. i. (a) The Custodian may at any time resign and appoint a successor trustee or custodian to serve terminate its obligations under this Agreement, or under another governing agreement selected by the successor trustee or custodian, by delivering Agreement upon at least 90 days' prior written notice to Depositor at least 30 days prior to the effective date of such resignation and appointment. The Depositor shall then have 30 days from the date of such notice to either: 1) request a distribution of the entire balance of Depositor’s Account or 2) designate a different successor trustee or custodian and notify the Custodian of such designation. If the Depositor does not request distribution of the account balance or notify the Custodian of the designation of a different successor trustee or custodian within such 30-day period, the Depositor shall be deemed to have consented to the appointment of the successor trustee or custodian Servicer and the terms of any new governing instrument, and neither the Depositor nor the successor shall be required to execute any written document to complete the transfer of the account to the successor trustee or custodian. The successor trustee or custodian may rely on any information, including beneficiary designations, previously provided by the Depositor to the Custodian. Where a new governing agreement is selected by the successor trustee or custodian said agreement and related disclosure will be provided to Depositor together with or under separate cover from the notice required in this provision. iiIndenture Trustee. The Custodian may resign and demand that be removed at any time at the Depositor written request of the Indenture Trustee. In the event of such resignation or removal, the Indenture Trustee shall appoint a successor trustee or custodian for the Custodial Account by giving the Depositor written notice at least 30 days prior acceptable to the Servicer, which appointment must satisfy the Rating Agency Condition. If the Indenture Trustee fails to appoint a successor custodian within 30 days, the Servicer shall appoint a successor custodian. In no event shall the resignation of the Custodian be effective date until a successor custodian is duly appointed hereunder. One original counterpart of such resignation. The Depositor instrument of appointment shall then have 30 days from the date of such notice be delivered to designate a successor trustee or custodian, notify the Custodian each of the name and address of the successor trustee or custodian, and provide the Custodian with appropriate evidence that such successor has accepted the appointment and is qualified to serve as trustee or custodian of an individual retirement account. A. If the Depositor designates a successor trustee or custodian and provides the Custodian evidence of the successor's acceptance of appointment and qualification within such 30-day periodServicer, the Custodian shall then deliver all of the assets held by the Custodian in the account (whether in cash or personal or real property, wherever located, and regardless of value) to the successor trustee or custodian. B. If the Depositor does not . The Servicer shall notify the Custodian Rating Agencies of any such resignation or removal and the appointment of a successor trustee or custodian within such 30-day period, then the Custodian may distribute all of the assets held by the Custodian in the account (whether in cash or personal or real property, wherever located, and regardless of value) to the Depositor, outright and free of trust, and the Depositor shall be wholly responsible for the tax consequences of such distributioncustodian. C. (b) In either case, the Custodian may expend any assets in the account to pay expenses of transfer (including re-registering the assets and preparation of deeds, assignments, and other instruments of transfer or conveyance) to the successor trustee or custodian or the Depositor, as the case may be. In addition, the Custodian may retain a portion of the assets as a reserve for payment event of any anticipated remaining fees and expenses. Upon satisfaction of such fees and expensesresignation, the Custodian shall pay over any remainder of the reserve promptly transfer to the successor trustee or custodian (or to the DepositorIndenture Trustee if no successor custodian has been appointed) all of the Receivables (including the Receivable Files) in its possession under this Agreement and take such other action as may be requested by the Indenture Trustee to effect the transfer of the Custodian's Receivable Files to the successor custodian, as which shall provide a written receipt for all such transferred documents and instruments. On completion of such transfer, the case may beCustodian shall be relieved of all further responsibilities and obligations hereunder.

Resignation of Custodian. i. The (a) Custodian may at any time resign and terminate its obligations under this Agreement upon at least 90 days' prior written notice to the Servicer and the Indenture Trustee. Custodian may be removed at any time at the written request of the Indenture Trustee. In the event of such resignation or removal, the Indenture Trustee shall appoint a successor trustee or custodian to serve under this Agreement, or under another governing agreement selected by the successor trustee or custodian, by delivering written notice to Depositor at least 30 days prior acceptable to the effective date of such resignation and appointment. The Depositor shall then have 30 days from Servicer, which appointment must satisfy the date of such notice to either: 1) request a distribution of the entire balance of Depositor’s Account or 2) designate a different successor trustee or custodian and notify the Custodian of such designationRating Agency Condition. If the Depositor does not request distribution Indenture Trustee fails to appoint a successor custodian within 30 days, the Servicer shall appoint a successor custodian. In no event shall the resignation of Custodian be effective until a successor custodian is duly appointed hereunder. One original counterpart of such instrument of appointment shall be delivered to each of the account balance or notify the Servicer, Custodian of the designation of a different successor trustee or custodian within such 30-day period, the Depositor shall be deemed to have consented to the appointment of and the successor trustee or custodian and the terms of any new governing instrument, and neither the Depositor nor the successor shall be required to execute any written document to complete the transfer of the account to the successor trustee or custodian. The successor trustee or custodian may rely on any information, including beneficiary designations, previously provided by the Depositor to the Custodian. Where a new governing agreement is selected by the successor trustee or custodian said agreement and related disclosure will be provided to Depositor together with or under separate cover from the notice required in this provision. ii. The Custodian may resign and demand that the Depositor appoint a successor trustee or custodian for the Custodial Account by giving the Depositor written notice at least 30 days prior to the effective date of such resignation. The Depositor Servicer shall then have 30 days from the date of such notice to designate a successor trustee or custodian, notify the Custodian Rating Agencies of the name any such resignation or removal and address of the successor trustee or custodian, and provide the Custodian with appropriate evidence that such successor has accepted the appointment and is qualified to serve as trustee or custodian of an individual retirement account. A. If the Depositor designates a successor trustee or custodian and provides the Custodian evidence of the successor's acceptance of appointment and qualification within such 30-day period, the Custodian shall then deliver all of the assets held by the Custodian in the account (whether in cash or personal or real property, wherever located, and regardless of value) to the successor trustee or custodian. B. If the Depositor does not notify the Custodian of the appointment of a successor trustee custodian. (b) In the event of any resignation, Custodian shall promptly transfer to the successor custodian (or to the Indenture Trustee if no successor custodian within such 30-day period, then the Custodian may distribute has been appointed) all of the assets held Receivables (including the Receivable Files) in its possession under this Agreement and take such other action as may be requested by the Custodian in Indenture Trustee to effect the account (whether in cash or personal or real property, wherever located, and regardless transfer of value) to the Depositor, outright and free of trust, and the Depositor shall be wholly responsible for the tax consequences of such distribution. C. In either case, the Custodian may expend any assets in the account to pay expenses of transfer (including re-registering the assets and preparation of deeds, assignments, and other instruments of transfer or conveyance) Custodian's Receivable Files to the successor trustee or custodian or the Depositorcustodian, as the case may bewhich shall provide a written receipt for all such transferred documents and instruments. In addition, the Custodian may retain a portion of the assets as a reserve for payment of any anticipated remaining fees and expenses. Upon satisfaction On completion of such fees and expensestransfer, the Custodian shall pay over any remainder be relieved of the reserve to the successor trustee or custodian or to the Depositor, as the case may beall further responsibilities and obligations hereunder.

Resignation of Custodian. i. (a) The Custodian may resign and appoint a successor trustee or custodian to serve under this Agreement, agreement or under another governing agreement selected by the successor trustee or custodian, custodian by delivering giving the Depositor written notice to Depositor at least 30 days prior to the effective date of such resignation and appointment, which notice shall also include or be provided under separate cover a copy of such other governing instrument, if applicable, and the related disclosure statement. The Depositor shall then have 30 days from the date of such notice to either: 1) either request a distribution of the entire account balance of Depositor’s Account or 2) designate a different successor trustee or custodian and notify the Custodian of such designation. If the Depositor does not request distribution of the account balance or notify the Custodian of the designation of a different successor trustee or custodian within such 30-30 day period, the Depositor shall be deemed to have consented to the appointment of the successor trustee or custodian and the terms of any new governing instrument, and neither the Depositor nor the successor shall be required to execute any written document to complete the transfer of the account to the successor trustee or custodian. The successor trustee or custodian may rely on any information, including beneficiary designations, previously provided by the Depositor to the Custodian. Where a new governing agreement is selected by the successor trustee or custodian said agreement and related disclosure will be provided to Depositor together with or under separate cover from the notice required in this provision. ii. (b) The Custodian may resign and demand that the Depositor appoint a successor trustee or custodian for the Custodial Account of this IRA by giving the Depositor written notice at least 30 days prior to the effective date of such resignation. The Depositor shall then have 30 days from the date of such notice to designate a successor trustee or custodian, notify the Custodian of the name and address of the successor trustee or custodian, and provide the Custodian with appropriate evidence that such successor has accepted the appointment and is qualified to serve as trustee or custodian of an individual retirement account. A. (1) If the Depositor designates a successor trustee or custodian and provides the Custodian evidence of the successor's ’s acceptance of appointment and qualification within such 30-day period, the Custodian Custo- dian shall then deliver all of the assets held by the Custodian in the account (whether in cash or personal or real property, wherever locatedlo- cated, and regardless of value) to the successor trustee or custodian. B. (2) If the Depositor does not notify the Custodian of the appointment of a successor trustee or custodian within such 30-30 day period, then the Custodian may distribute all of the assets held by the Custodian in the account (whether in cash or personal or real property, wherever located, and regardless of value) to the Depositor, outright and free of trust, and the Depositor shall be wholly responsible for the tax consequences of such distribution. C. In either case, the Custodian may expend any assets in the account to pay expenses of transfer (including re-registering the assets and preparation of deeds, assignments, and other instruments of transfer or conveyance) to the successor trustee or custodian or the Depositor, as the case may be. In addition, the Custodian may retain a portion of the assets as a reserve for payment of any anticipated remaining fees and expenses. Upon satisfaction of such fees and expenses, the Custodian shall pay over any remainder of the reserve to the successor trustee or custodian or to the Depositor, as the case may be.

Resignation of Custodian. i. (a) The Custodian may at any time resign and appoint a successor trustee or custodian to serve terminate its obligations under this Agreement, or under another governing agreement selected by the successor trustee or custodian, by delivering Agreement upon at least 90 days' prior written notice to Depositor at least 30 days prior to the effective date of such resignation and appointment. The Depositor shall then have 30 days from the date of such notice to either: 1) request a distribution of the entire balance of Depositor’s Account or 2) designate a different successor trustee or custodian and notify the Custodian of such designation. If the Depositor does not request distribution of the account balance or notify the Custodian of the designation of a different successor trustee or custodian within such 30-day period, the Depositor shall be deemed to have consented to the appointment of the successor trustee or custodian Servicer and the terms of any new governing instrument, and neither the Depositor nor the successor shall be required to execute any written document to complete the transfer of the account to the successor trustee or custodian. The successor trustee or custodian may rely on any information, including beneficiary designations, previously provided by the Depositor to the Custodian. Where a new governing agreement is selected by the successor trustee or custodian said agreement and related disclosure will be provided to Depositor together with or under separate cover from the notice required in this provision. iiTrustee. The Custodian may resign and demand that be removed at any time at the Depositor written request of the Trustee or the Servicer. In the event of such resignation or removal, the Servicer shall promptly appoint a successor trustee or custodian for the Custodial Account by giving the Depositor written notice at least 30 days prior acceptable to the Trustee and the Certificate Insurer (which approvals shall not be unreasonably withheld). If the Servicer fails to appoint a successor custodian within 30 days, the Trustee shall appoint a successor custodian. In no event shall the resignation of the Custodian be effective date until a successor custodian is duly appointed hereunder. If a successor Custodian has not been appointed and/or has not accepted appointment within 90 days after giving notice of such resignation. The Depositor shall then have 30 days from the date of such notice to designate a successor trustee or custodian, notify the Custodian of the name and address of the successor trustee or custodian, and provide the Custodian with appropriate evidence that such successor has accepted the appointment and is qualified to serve as trustee or custodian of an individual retirement account. A. If the Depositor designates a successor trustee or custodian and provides the Custodian evidence of the successor's acceptance of appointment and qualification within such 30-day period, the resigning Custodian shall then deliver all may petition any court of the assets held by the Custodian in the account (whether in cash or personal or real property, wherever located, and regardless of value) to the successor trustee or custodian. B. If the Depositor does not notify the Custodian of competent jurisdiction for the appointment of a successor trustee or custodian within custodian. One original counterpart of such 30-day period, then the Custodian may distribute all instrument of appointment shall be delivered to each of the assets held by the Custodian in the account (whether in cash or personal or real property, wherever located, and regardless of value) to the Depositor, outright and free of trust, and the Depositor shall be wholly responsible for the tax consequences of such distribution. C. In either caseServicer, the Custodian may expend any assets in the account to pay expenses of transfer (including re-registering the assets and preparation of deeds, assignments, and other instruments of transfer or conveyance) to the successor trustee or custodian or the Depositor, as the case may becustodian. In addition, the Custodian may retain a portion of the assets as a reserve for payment The Servicer shall notify S&P and Moody's of any anticipated remaining fees such resignation or removal and expenses. Upon satisfaction the appointment of such fees and expensesa xxxxxxsor custodian. (b) In the event of any resignation, the Custodian shall pay over any remainder of the reserve promptly transfer to the successor trustee or custodian (or to the DepositorTrustee if no successor custodian has been appointed) all of the Mortgage Files in its possession under this Agreement and take such other action as may be reasonably requested by the Servicer or Trustee to effect the transfer of the Custodian's Mortgage Files to the successor custodian, as which shall provide a written receipt for all such transferred documents and instruments. On completion of such transfer, the case may beCustodian shall be relieved of all further responsibilities and obligations hereunder.

Resignation of Custodian. i. (a) The Custodian may at any time resign and appoint a successor trustee or custodian to serve terminate its obligations under this Agreement, or under another governing agreement selected by the successor trustee or custodian, by delivering Agreement upon at least 90 days' prior written notice to Depositor at least 30 days prior to the effective date of such resignation and appointment. The Depositor shall then have 30 days from the date of such notice to either: 1) request a distribution of the entire balance of Depositor’s Account or 2) designate a different successor trustee or custodian and notify the Custodian of such designation. If the Depositor does not request distribution of the account balance or notify the Custodian of the designation of a different successor trustee or custodian within such 30-day period, the Depositor shall be deemed to have consented to the appointment of the successor trustee or custodian Servicer and the terms of any new governing instrument, and neither the Depositor nor the successor shall be required to execute any written document to complete the transfer of the account to the successor trustee or custodian. The successor trustee or custodian may rely on any information, including beneficiary designations, previously provided by the Depositor to the Custodian. Where a new governing agreement is selected by the successor trustee or custodian said agreement and related disclosure will be provided to Depositor together with or under separate cover from the notice required in this provision. iiTrustee. The Custodian may resign and demand that be removed at any time at the Depositor written request of the Trustee or the Servicer. In the event of such resignation or removal, the Servicer shall promptly appoint a successor trustee or custodian for the Custodial Account by giving the Depositor written notice at least 30 days prior acceptable to the Trustee and the Certificate Insurer (which approvals shall not be unreasonably withheld). If the Servicer fails to appoint a successor custodian within 30 days, the Trustee shall appoint a successor custodian. In no event shall the resignation of the Custodian be effective date until a successor custodian is duly appointed hereunder. If a successor Custodian has not been appointed and/or has not accepted appointment within 90 days after giving notice of such resignation. The Depositor shall then have 30 days from the date of such notice to designate a successor trustee or custodian, notify the Custodian of the name and address of the successor trustee or custodian, and provide the Custodian with appropriate evidence that such successor has accepted the appointment and is qualified to serve as trustee or custodian of an individual retirement account. A. If the Depositor designates a successor trustee or custodian and provides the Custodian evidence of the successor's acceptance of appointment and qualification within such 30-day period, the resigning Custodian shall then deliver all may petition any court of the assets held by the Custodian in the account (whether in cash or personal or real property, wherever located, and regardless of value) to the successor trustee or custodian. B. If the Depositor does not notify the Custodian of competent jurisdiction for the appointment of a successor trustee or custodian within custodian. One original counterpart of such 30-day period, then the Custodian may distribute all instrument of appointment shall be delivered to each of the assets held by the Custodian in the account (whether in cash or personal or real property, wherever located, and regardless of value) to the Depositor, outright and free of trust, and the Depositor shall be wholly responsible for the tax consequences of such distribution. C. In either caseServicer, the Custodian may expend any assets in the account to pay expenses of transfer (including re-registering the assets and preparation of deeds, assignments, and other instruments of transfer or conveyance) to the successor trustee or custodian or the Depositor, as the case may becustodian. In addition, the Custodian may retain a portion of the assets as a reserve for payment The Servicer shall notify S&P and Moody's of any anticipated remaining fees such resignation or removal and expenses. Upon satisfaction the appointment xx x xxccessor custodian. (b) In the event of such fees and expensesany resignation, the Custodian shall pay over any remainder of the reserve promptly transfer to the successor trustee or custodian (or to the DepositorTrustee if no successor custodian has been appointed) all of the Mortgage Files in its possession under this Agreement and take such other action as may be reasonably requested by the Servicer or Trustee to effect the transfer of the Custodian's Mortgage Files to the successor custodian, as which shall provide a written receipt for all such transferred documents and instruments. On completion of such transfer, the case may beCustodian shall be relieved of all further responsibilities and obligations hereunder.

Resignation of Custodian. i. (a) The Custodian may at any time resign and appoint a successor trustee or custodian to serve terminate its obligations under this Agreement, or under another governing agreement selected by the successor trustee or custodian, by delivering Agreement upon at least 90 days' prior written notice to Depositor at least 30 days prior to the effective date of such resignation and appointment. The Depositor shall then have 30 days from the date of such notice to either: 1) request a distribution of the entire balance of Depositor’s Account or 2) designate a different successor trustee or custodian and notify the Custodian of such designation. If the Depositor does not request distribution of the account balance or notify the Custodian of the designation of a different successor trustee or custodian within such 30-day period, the Depositor shall be deemed to have consented to the appointment of the successor trustee or custodian Servicer and the terms of any new governing instrument, and neither the Depositor nor the successor shall be required to execute any written document to complete the transfer of the account to the successor trustee or custodian. The successor trustee or custodian may rely on any information, including beneficiary designations, previously provided by the Depositor to the Custodian. Where a new governing agreement is selected by the successor trustee or custodian said agreement and related disclosure will be provided to Depositor together with or under separate cover from the notice required in this provision. iiTrustee. The Custodian may resign and demand that be removed at any time at the Depositor written request of the Trustee or the Servicer. In the event of such resignation or removal, the Servicer shall promptly appoint a successor trustee or custodian for the Custodial Account by giving the Depositor written notice at least 30 days prior acceptable to the Trustee and the Certificate Insurer (which approvals shall not be unreasonably withheld). If the Servicer fails to appoint a successor custodian within 30 days, the Trustee shall appoint a successor custodian. In no event shall the resignation of the Custodian be effective date until a successor custodian is duly appointed hereunder. If a successor Custodian has not been appointed and/or has not accepted appointment within 90 days after giving notice of such resignation. The Depositor shall then have 30 days from the date of such notice to designate a successor trustee or custodian, notify the Custodian of the name and address of the successor trustee or custodian, and provide the Custodian with appropriate evidence that such successor has accepted the appointment and is qualified to serve as trustee or custodian of an individual retirement account. A. If the Depositor designates a successor trustee or custodian and provides the Custodian evidence of the successor's acceptance of appointment and qualification within such 30-day period, the resigning Custodian shall then deliver all may petition any court of the assets held by the Custodian in the account (whether in cash or personal or real property, wherever located, and regardless of value) to the successor trustee or custodian. B. If the Depositor does not notify the Custodian of competent jurisdiction for the appointment of a successor trustee or custodian within custodian. One original counterpart of such 30-day period, then the Custodian may distribute all instrument of appointment shall be delivered to each of the assets held by the Custodian in the account (whether in cash or personal or real property, wherever located, and regardless of value) to the Depositor, outright and free of trust, and the Depositor shall be wholly responsible for the tax consequences of such distribution. C. In either caseServicer, the Custodian may expend any assets in the account to pay expenses of transfer (including re-registering the assets and preparation of deeds, assignments, and other instruments of transfer or conveyance) to the successor trustee or custodian or the Depositor, as the case may becustodian. In addition, the Custodian may retain a portion of the assets as a reserve for payment The Servicer shall notify [Rating Agency] and [Rating Agency] of any anticipated remaining fees such resignation or removal and expenses. Upon satisfaction the appointment of such fees and expensesa successor custodian. (b) In the event of any resignation, the Custodian shall pay over any remainder of the reserve promptly transfer to the successor trustee or custodian (or to the DepositorTrustee if no successor custodian has been appointed) all of the Mortgage Files in its possession under this Agreement and take such other action as may be reasonably requested by the Servicer or Trustee to effect the transfer of the Custodian's Mortgage Files to the successor custodian, as which shall provide a written receipt for all such transferred documents and instruments. On completion of such transfer, the case may beCustodian shall be relieved of all further responsibilities and obligations hereunder.

Resignation of Custodian. i. (a) The Custodian may at any time resign and appoint a successor trustee or custodian to serve terminate its obligations under this Agreement, or under another governing agreement selected by the successor trustee or custodian, by delivering Agreement upon at least 90 days' prior written notice to Depositor at least 30 days prior to the effective date of such resignation and appointment. The Depositor shall then have 30 days from the date of such notice to either: 1) request a distribution of the entire balance of Depositor’s Account or 2) designate a different successor trustee or custodian and notify the Custodian of such designation. If the Depositor does not request distribution of the account balance or notify the Custodian of the designation of a different successor trustee or custodian within such 30-day period, the Depositor shall be deemed to have consented to the appointment of the successor trustee or custodian Servicer and the terms of any new governing instrument, and neither the Depositor nor the successor shall be required to execute any written document to complete the transfer of the account to the successor trustee or custodian. The successor trustee or custodian may rely on any information, including beneficiary designations, previously provided by the Depositor to the Custodian. Where a new governing agreement is selected by the successor trustee or custodian said agreement and related disclosure will be provided to Depositor together with or under separate cover from the notice required in this provision. iiTrustee. The Custodian may resign and demand that be removed at any time at the Depositor written request of the Trustee or the Servicer. In the event of such resignation or removal, the Servicer shall promptly appoint a successor trustee or custodian for the Custodial Account by giving the Depositor written notice at least 30 days prior acceptable to the Trustee and the Certificate Insurer (which approvals shall not be unreasonably withheld). If the Servicer fails to appoint a successor custodian within 30 days, the Trustee shall appoint a successor custodian. In no event shall the resignation of the Custodian be effective date until a successor custodian is duly appointed hereunder. If a successor Custodian has not been appointed and/or has not accepted appointment within 90 days after giving notice of such resignation. The Depositor shall then have 30 days from the date of such notice to designate a successor trustee or custodian, notify the Custodian of the name and address of the successor trustee or custodian, and provide the Custodian with appropriate evidence that such successor has accepted the appointment and is qualified to serve as trustee or custodian of an individual retirement account. A. If the Depositor designates a successor trustee or custodian and provides the Custodian evidence of the successor's acceptance of appointment and qualification within such 30-day period, the resigning Custodian shall then deliver all may petition any court of the assets held by the Custodian in the account (whether in cash or personal or real property, wherever located, and regardless of value) to the successor trustee or custodian. B. If the Depositor does not notify the Custodian of competent jurisdiction for the appointment of a successor trustee or custodian within custodian. One original counterpart of such 30-day period, then the Custodian may distribute all instrument of appointment shall be delivered to each of the assets held by the Custodian in the account (whether in cash or personal or real property, wherever located, and regardless of value) to the Depositor, outright and free of trust, and the Depositor shall be wholly responsible for the tax consequences of such distribution. C. In either caseServicer, the Custodian may expend any assets in the account to pay expenses of transfer (including re-registering the assets and preparation of deeds, assignments, and other instruments of transfer or conveyance) to the successor trustee or custodian or the Depositor, as the case may becustodian. In addition, the Custodian may retain a portion of the assets as a reserve for payment The Servicer shall notify S&P and Moody's of any anticipated remaining fees such resignation or removal and expenses. Upon satisfaction the appointmenx xx x successor custodian. (b) In the event of such fees and expensesany resignation, the Custodian shall pay over any remainder of the reserve promptly transfer to the successor trustee or custodian (or to the DepositorTrustee if no successor custodian has been appointed) all of the Mortgage Files in its possession under this Agreement and take such other action as may be reasonably requested by the Servicer or Trustee to effect the transfer of the Custodian's Mortgage Files to the successor custodian, as which shall provide a written receipt for all such transferred documents and instruments. On completion of such transfer, the case may beCustodian shall be relieved of all further responsibilities and obligations hereunder.

Resignation of Custodian. i. (a) The Custodian may at any time resign and appoint a successor trustee or custodian to serve terminate its obligations under this Agreement, or under another governing agreement selected by the successor trustee or custodian, by delivering Agreement upon at least 90 days' prior written notice to Depositor at least 30 days prior to the effective date of such resignation and appointment. The Depositor shall then have 30 days from the date of such notice to either: 1) request a distribution of the entire balance of Depositor’s Account or 2) designate a different successor trustee or custodian and notify the Custodian of such designation. If the Depositor does not request distribution of the account balance or notify the Custodian of the designation of a different successor trustee or custodian within such 30-day period, the Depositor shall be deemed to have consented to the appointment of the successor trustee or custodian Servicer and the terms of any new governing instrument, and neither the Depositor nor the successor shall be required to execute any written document to complete the transfer of the account to the successor trustee or custodian. The successor trustee or custodian may rely on any information, including beneficiary designations, previously provided by the Depositor to the Custodian. Where a new governing agreement is selected by the successor trustee or custodian said agreement and related disclosure will be provided to Depositor together with or under separate cover from the notice required in this provision. iiTrustee. The Custodian may resign and demand that be removed at any time at the Depositor written request of the Trustee or the Servicer. In the event of such resignation or removal, the Servicer shall promptly appoint a successor trustee or custodian for the Custodial Account by giving the Depositor written notice at least 30 days prior acceptable to the Trustee and the Certificate Insurer (which approvals shall not be unreasonably withheld). If the Servicer fails to appoint a successor custodian within 30 days, the Trustee shall appoint a successor custodian. In no event shall the resignation of the Custodian be effective date until a successor custodian is duly appointed hereunder. If a successor Custodian has not been appointed and/or has not accepted appointment within 90 days after giving notice of such resignation. The Depositor shall then have 30 days from the date of such notice to designate a successor trustee or custodian, notify the Custodian of the name and address of the successor trustee or custodian, and provide the Custodian with appropriate evidence that such successor has accepted the appointment and is qualified to serve as trustee or custodian of an individual retirement account. A. If the Depositor designates a successor trustee or custodian and provides the Custodian evidence of the successor's acceptance of appointment and qualification within such 30-day period, the resigning Custodian shall then deliver all may petition any court of the assets held by the Custodian in the account (whether in cash or personal or real property, wherever located, and regardless of value) to the successor trustee or custodian. B. If the Depositor does not notify the Custodian of competent jurisdiction for the appointment of a successor trustee or custodian within custodian. One original counterpart of such 30-day period, then the Custodian may distribute all instrument of appointment shall be delivered to each of the assets held by the Custodian in the account (whether in cash or personal or real property, wherever located, and regardless of value) to the Depositor, outright and free of trust, and the Depositor shall be wholly responsible for the tax consequences of such distribution. C. In either caseServicer, the Custodian may expend any assets in the account to pay expenses of transfer (including re-registering the assets and preparation of deeds, assignments, and other instruments of transfer or conveyance) to the successor trustee or custodian or the Depositor, as the case may becustodian. In addition, the Custodian may retain a portion of the assets as a reserve for payment The Servicer shall notify S&P and Moody's of any anticipated remaining fees such resignation or removal and expenses. Upon satisfaction the appointmexx xx a successor custodian. (b) In the event of such fees and expensesany resignation, the Custodian shall pay over any remainder of the reserve promptly transfer to the successor trustee or custodian (or to the DepositorTrustee if no successor custodian has been appointed) all of the Mortgage Files in its possession under this Agreement and take such other action as may be reasonably requested by the Servicer or Trustee to effect the transfer of the Custodian's Mortgage Files to the successor custodian, as which shall provide a written receipt for all such transferred documents and instruments. On completion of such transfer, the case may beCustodian shall be relieved of all further responsibilities and obligations hereunder.

Resignation of Custodian. i. (a) The Custodian may at any time resign and appoint a successor trustee or custodian to serve terminate its obligations under this Agreement, or under another governing agreement selected by the successor trustee or custodian, by delivering Agreement upon at least 90 days’ prior written notice to Depositor at least 30 days prior to the effective date of such resignation and appointment. The Depositor shall then have 30 days from the date of such notice to either: 1) request a distribution of the entire balance of Depositor’s Account or 2) designate a different successor trustee or custodian and notify the Custodian of such designation. If the Depositor does not request distribution of the account balance or notify the Custodian of the designation of a different successor trustee or custodian within such 30-day period, the Depositor shall be deemed to have consented to the appointment of the successor trustee or custodian Servicer and the terms of any new governing instrument, and neither the Depositor nor the successor shall be required to execute any written document to complete the transfer of the account to the successor trustee or custodian. The successor trustee or custodian may rely on any information, including beneficiary designations, previously provided by the Depositor to the Custodian. Where a new governing agreement is selected by the successor trustee or custodian said agreement and related disclosure will be provided to Depositor together with or under separate cover from the notice required in this provision. iiIndenture Trustee. The Custodian may resign and demand that be removed at any time at the Depositor written request of the Indenture Trustee. In the event of such resignation or removal, the Indenture Trustee shall appoint a successor trustee or custodian for the Custodial Account by giving the Depositor written notice at least 30 days prior acceptable to the Servicer, which appointment must satisfy the Rating Agency Condition. If the Indenture Trustee fails to appoint a successor custodian within 30 days, the Servicer shall appoint a successor custodian. In no event shall the resignation of the Custodian be effective date until a successor custodian is duly appointed hereunder. One original counterpart of such resignation. The Depositor instrument of appointment shall then have 30 days from the date of such notice be delivered to designate a successor trustee or custodian, notify the Custodian each of the name and address of the successor trustee or custodian, and provide the Custodian with appropriate evidence that such successor has accepted the appointment and is qualified to serve as trustee or custodian of an individual retirement account. A. If the Depositor designates a successor trustee or custodian and provides the Custodian evidence of the successor's acceptance of appointment and qualification within such 30-day periodServicer, the Custodian shall then deliver all of the assets held by the Custodian in the account (whether in cash or personal or real property, wherever located, and regardless of value) to the successor trustee or custodian. B. If the Depositor does not . The Servicer shall notify the Custodian Rating Agencies of any such resignation or removal and the appointment of a successor trustee or custodian within such 30-day period, then the Custodian may distribute all of the assets held by the Custodian in the account (whether in cash or personal or real property, wherever located, and regardless of value) to the Depositor, outright and free of trust, and the Depositor shall be wholly responsible for the tax consequences of such distributioncustodian. C. (b) In either case, the Custodian may expend any assets in the account to pay expenses of transfer (including re-registering the assets and preparation of deeds, assignments, and other instruments of transfer or conveyance) to the successor trustee or custodian or the Depositor, as the case may be. In addition, the Custodian may retain a portion of the assets as a reserve for payment event of any anticipated remaining fees and expenses. Upon satisfaction of such fees and expensesresignation, the Custodian shall pay over any remainder of the reserve promptly transfer to the successor trustee or custodian (or to the DepositorIndenture Trustee if no successor custodian has been appointed) all of the Receivables (including the Receivable Files) in its possession under this Agreement and take such other action as may be requested by the Indenture Trustee to effect the transfer of the Custodian’s Receivable Files to the successor custodian, as which shall provide a written receipt for all such transferred documents and instruments. On completion of such transfer, the case may beCustodian shall be relieved of all further responsibilities and obligations hereunder.