Common use of Resignation or Removal of Custodian Clause in Contracts

Resignation or Removal of Custodian. (1) Subject to the provisions of Section 11.6(3), the Custodian may at any time tender its resignation by giving written notice thereof to the Co-Owners (or their Agent on their behalf), the Seller and the Servicer and, upon the receipt and acceptance thereof by the Servicer, on behalf of the Seller and the Co-Owners, shall be discharged from its obligations and duties hereunder. Upon receiving such notice, the Co-Owners (or their Agent on their behalf) and the Seller shall promptly seek to retain a successor Custodian and, subject to acceptance by the Servicer of the resignation of the resigning Custodian, shall appoint such Person by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Custodian and one copy to the successor Custodian. If no successor Custodian shall have been so appointed or shall have accepted an appointment within 30 days after the giving of such notice of resignation, the Servicer may petition any court of competent jurisdiction for the appointment of a successor Custodian. The Servicer shall not accept the resignation of the resigning Custodian until a successor Custodian has been appointed and has agreed to act as Custodian in accordance with the terms hereof. (2) If at any time the Custodian shall cease to be eligible in accordance with the provisions of Section 11.5 and shall fail to resign after written request therefor by the Servicer or the Co-Owners (or their Agent on their behalf), or if at any time the Custodian shall be legally unable to act, or commits any act of bankruptcy, including the making of an assignment or filing of notice of intention to make any proposal for the benefit of some or all of its creditors under applicable bankruptcy or insolvency law, or if a receiver of the Custodian or of its property shall be appointed, or any public officer shall take charge or control of the Custodian or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer or the Co-Owners (or their Agent on their behalf) and the Seller may remove the Custodian and promptly appoint a successor Custodian by written instrument, in duplicate, one copy of which instrument shall be delivered to the Custodian so removed and one copy to the successor Custodian. The Custodian may also be removed for any other reason at any time upon a Co-Owner Direction of all Series, delivered to the Custodian, with a copy to the Seller and the Servicer. If a delay in obtaining a Co-Owner Direction with respect to the termination of the Custodian would reasonably be expected to have a material adverse effect on the interests of Co-Owners, the Servicer, as agent for and on behalf of the Co-Owners and the Seller, shall, except if the Servicer has received a Co-Owner Direction directing it to do otherwise, promptly elicit offers to become the Custodian (on a sealed bid basis) from at least three Persons, who are not Affiliates of one another and who satisfy the requirements of Section 11.5. Each such offer shall specify an annual fee that the offeror is prepared to accept as full compensation for the assumption of the obligations of the Custodian hereunder. The Servicer shall, within fifteen Business Days from the date that the last of such offers is submitted to the Servicer, select the Person, from among those Persons submitting offers, who is prepared to immediately accept the appointment as Custodian and whose specified servicing fee as set forth in the offer is the lowest annual amount therefor. (3) Any resignation or removal of the Custodian and appointment of the successor Custodian pursuant to any of the provisions of this Section 11.6 shall not become effective until acceptance of appointment by the successor Custodian as provided in Section 11.7.

Resignation or Removal of Custodian. (1a) Subject to the provisions of Section 11.6(39.05(c), the Custodian may may, at any time time, tender its resignation by giving written notice thereof to the Co-Owners (or their Agent on their behalf)Owners, the Credit Enhancement Providers, if any, the Seller and the Servicer and, upon the receipt and acceptance thereof by the Servicer, on behalf of the Seller and Seller, the Co-OwnersOwners and any Credit Enhancement Providers, shall be discharged from its obligations and duties hereunder. Upon receiving such notice, the Co-Owners (or their Agent on their behalf) and the Seller shall promptly seek to retain a successor Custodian Xxxxxxxxx and, subject to acceptance by the Servicer of the resignation of the resigning Custodian, shall appoint such Person by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Custodian and one copy to the successor Custodian. If no successor Custodian Xxxxxxxxx shall have been so appointed or shall have accepted an appointment within 30 days after the giving of such notice of resignation, the Servicer may or the resigning Custodian shall petition any court of competent jurisdiction for the appointment of a successor CustodianXxxxxxxxx. The Servicer shall not accept the resignation of the resigning Custodian until a successor Custodian Xxxxxxxxx has been appointed and has agreed to act as Custodian in accordance with the terms hereof. (2b) If at any time the Custodian shall cease to be eligible in accordance with the provisions of Section 11.5 9.04 and shall fail to resign after written request therefor by the Servicer Servicer, the Seller or the Co-Owners (or their Agent on their behalf)Owners, or if at any time the Custodian shall be legally unable to act, or commits any act of bankruptcy, including the making of an assignment or filing of notice of intention to make any proposal for the benefit of some or all of its creditors under applicable bankruptcy or insolvency law, or if a receiver of the Custodian or of its property shall be appointed, or any public officer shall take charge or control of the Custodian or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer or the Co-Owners (or their Agent on their behalf) and the Seller may remove the Custodian and promptly appoint a successor Custodian by written instrument, in duplicate, one copy of which instrument shall be delivered to the Custodian so removed and one copy to the successor Custodian. The Custodian may also be removed for any other reason at any time upon a Co-Owner Direction of all Series, delivered to the Custodian, with a copy to the Seller Servicer and the ServicerSeller. If a delay in obtaining a Co-Owner Direction with respect to the termination of the Custodian would reasonably be expected to have a material adverse effect on the interests of the Co-OwnersOwners or the Seller, the Servicer, as agent for and on behalf of the Co-Owners and the Seller, shall, except if the Servicer has received a Co-Owner Direction directing it to do otherwise, promptly elicit request offers to become the Custodian (on a sealed bid basis) from at least three Persons, who are not Affiliates of one another and who satisfy the requirements of Section 11.5. Each such offer shall specify an annual fee that the offeror is prepared to accept as full compensation for the assumption of the obligations of the Custodian hereunder. The Servicer shall, within fifteen Business Days from the date that the last of such offers is submitted to the Servicer, select the Person, from among those Persons submitting offers, who is prepared to immediately accept the appointment as Custodian and whose specified servicing fee as set forth in the offer is the lowest annual amount therefor. (3) Any resignation or removal of the Custodian and appointment of the successor Custodian pursuant to any of the provisions of this Section 11.6 shall not become effective until acceptance of appointment by the successor Custodian as provided in Section 11.7.Section

Resignation or Removal of Custodian. (1a) Subject to the provisions of Section 11.6(39.05(c), the Custodian may may, at any time time, tender its resignation by giving written notice thereof to the Co-Owners (or their Agent on their behalf)Owners, the Credit Enhancement Providers, if any, the Seller and the Servicer and, upon the receipt and acceptance thereof by the Servicer, on behalf of the Seller and Seller, the Co-OwnersOwners and any Credit Enhancement Providers, shall be discharged from its obligations and duties hereunder. Upon receiving such notice, the Co-Owners (or their Agent on their behalf) and the Seller shall promptly seek to retain a successor Custodian and, subject to acceptance by the Servicer of the resignation of the resigning Custodian, shall appoint such Person by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Custodian and one copy to the successor Custodian. If no successor Custodian shall have been so appointed or shall have accepted an appointment within 30 days after the giving of such notice of resignation, the Servicer may or the resigning Custodian shall petition any court of competent jurisdiction for the appointment of a successor Custodian. The Servicer shall not accept the resignation of the resigning Custodian until a successor Custodian has been appointed and has agreed to act as Custodian in accordance with the terms hereof. (2b) If at any time the Custodian shall cease to be eligible in accordance with the provisions of Section 11.5 9.04 and shall fail to resign after written request therefor by the Servicer Servicer, the Seller or the Co-Owners (or their Agent on their behalf)Owners, or if at any time the Custodian shall be legally unable to act, or commits any act of bankruptcy, including the making of an assignment or filing of notice of intention to make any proposal for the benefit of some or all of its creditors under applicable bankruptcy or insolvency law, or if a receiver of the Custodian or of its property shall be appointed, or any public officer shall take charge or control of the Custodian or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer or the Co-Owners (or their Agent on their behalf) and the Seller may remove the Custodian and promptly appoint a successor Custodian by written instrument, in duplicate, one copy of which instrument shall be delivered to the Custodian so removed and one copy to the successor Custodian. The Custodian may also be removed for any other reason at any time upon a Co-Owner Direction of all Series, delivered to the Custodian, with a copy to the Seller and the Servicer. If a delay in obtaining a Co-Owner Direction with respect to the termination of the Custodian would reasonably be expected to have a material adverse effect on the interests of Co-Owners, the Servicer, as agent for and on behalf of the Co-Owners and the Seller, shall, except if the Servicer has received a Co-Owner Direction directing it to do otherwise, promptly elicit offers to become the Custodian (on a sealed bid basis) from at least three Persons, who are not Affiliates of one another and who satisfy the requirements of Section 11.5. Each such offer shall specify an annual fee that the offeror is prepared to accept as full compensation for the assumption of the obligations of the Custodian hereunder. The Servicer shall, within fifteen Business Days from the date that the last of such offers is submitted to the Servicer, select the Person, from among those Persons submitting offers, who is prepared to immediately accept the appointment as Custodian and whose specified servicing fee as set forth in the offer is the lowest annual amount therefor. (3) Any resignation or removal of the Custodian and appointment of the successor Custodian pursuant to any of the provisions of this Section 11.6 shall not become effective until acceptance of appointment by the successor Custodian as provided in Section 11.7.an

Resignation or Removal of Custodian. (1a) Subject to the provisions of Section 11.6(311.07(c), the Custodian may at any time tender resign and be discharged from its resignation obligations and duties hereunder by giving written notice thereof to the Co-Owners (or their Agent on their behalf)Master Custodial Certificateholders, the Seller and the Servicer and, upon the receipt and acceptance thereof by the Servicer, on behalf of the Seller and the Co-Owners, shall be discharged from its obligations and duties hereunder. Upon receiving such noticenotice of resignation, the Co-Owners (or their Agent on their behalf) and the Seller Master Custodial Certificateholders shall promptly seek to retain appoint a successor Custodian and, subject to acceptance by the Servicer of the resignation of the resigning Custodian, shall appoint such Person custodian by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Custodian and one copy to the successor Custodiancustodian. If no successor Custodian custodian shall have been so appointed or shall and have accepted an appointment within 30 days after the giving of such notice of resignation, the Servicer resigning Custodian or the Seller may petition any court of competent jurisdiction for the appointment of a successor Custodian. The Servicer shall not accept the resignation of the resigning Custodian until a successor Custodian has been appointed and has agreed to act as Custodian in accordance with the terms hereofcustodian. (2b) If at any time the Custodian shall cease to be eligible in accordance with the provisions of Section 11.5 11.06 hereof and shall fail to resign after written request therefor by the Servicer or the Co-Owners (or their Agent on their behalf)Master Custodial Certificateholders, or if at any time the Custodian shall be legally unable to act, or commits any act of bankruptcy, including the making of an assignment or filing of notice of intention to make any proposal for the benefit of some or all of its creditors under applicable bankruptcy or insolvency law, or if a receiver of the Custodian or of its property shall be appointed, or any public officer shall take charge or control of the Custodian or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer or the Co-Owners (or their Agent on their behalf) and the Seller may Master Custodial Certificateholders may, remove the Custodian and promptly appoint a successor Custodian custodian by written instrument, in duplicate, one copy of which instrument shall be delivered to the Custodian so removed and one copy to the successor Custodian. The Custodian may also be removed for any other reason at custodian. (c) At any time upon a Co-Owner Direction the Seller or the Servicer may, with the consent of all the Holders of Investor Master Custodial Certificates evidencing not less than 66 2/3% of the aggregate unpaid principal amount of the Investor Master Custodial Certificates of each Series, delivered appoint a successor custodian which is eligible in accordance with the provisions of Section 11.06 hereof by giving at least 60 days written notice of intention to appoint a successor custodian to the Custodian, with a copy to the Seller any Agent and the Servicer. If a delay in obtaining a Co-Owner Direction with respect to the termination of the Custodian would reasonably be expected to have a material adverse effect on the interests of Co-Owners, the Servicer, as agent for and on behalf of the Co-Owners and the Seller, shall, except if the Servicer has received a Co-Owner Direction directing it to do otherwise, promptly elicit offers to become the Custodian (on a sealed bid basis) from at least three Persons, who are not Affiliates of one another and who satisfy the requirements of Section 11.5. Each such offer shall specify an annual fee that the offeror is prepared to accept as full compensation for the assumption of the obligations of the Custodian hereunder. The Servicer shall, within fifteen Business Days from the date that the last of such offers is submitted to the Servicer, select the Person, from among those Persons submitting offers, who is prepared to immediately accept the appointment as Custodian and whose specified servicing fee as set forth in the offer is the lowest annual amount thereforeach Rating Agency. (3d) Any resignation or removal of the Custodian and appointment of the successor Custodian custodian pursuant to any of the provisions of this Section 11.6 11.07 shall not become effective until acceptance of appointment by the successor Custodian custodian as provided in Section 11.711.08 hereof.