Common use of Resignation or Removal of the Securities Intermediary; Appointment of Successor Securities Intermediary Clause in Contracts

Resignation or Removal of the Securities Intermediary; Appointment of Successor Securities Intermediary. (a) The Securities Intermediary may at any time resign as Securities Intermediary hereunder by written notice of its election so to do, delivered to the Trustee and the Depositor, and such resignation shall take effect upon the appointment of a successor Securities Intermediary and its acceptance of such appointment as hereinafter provided; provided, however, that in the event of such resignation, the Securities Intermediary shall (i) assist the Trustee and the Depositor in finding a successor Securities Intermediary acceptable to the Trustee and the Depositor and (ii) negotiate in good faith concerning any prepaid but unaccrued fees. (b) The Trustee, the Depositor or the Holders of the Required Percentage--Removal of Securities Intermediary of Certificates may at any time remove the Securities Intermediary as Securities Intermediary hereunder by written notice delivered to the Securities Intermediary in the manner provided in Section 11.04 hereof, and such removal shall take effect upon the appointment of the successor Securities Intermediary and its acceptance of such appointment as provided in paragraph (e) of this Section 9.01; provided, however, that in the event of such removal, the Depositor shall negotiate in good faith with the Securities Intermediary in order to agree regarding payment of the termination costs of the Securities Intermediary resulting from such removal. (c) Upon the designation and acceptance thereof of a successor Securities Intermediary, following either resignation or removal of the Securities Intermediary, the Securities Intermediary shall deliver to the successor Securities Intermediary all records relating to the Certificates in the form and manner then maintained by the Securities Intermediary, which shall include a hard copy thereof upon written request of the successor Securities Intermediary. (d) If at any time the Securities Intermediary shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Securities Intermediary or of its property shall be appointed, or any public officer shall take charge or control of the Securities Intermediary or of its property of affairs for the purpose of rehabilitation, conservation or liquidation, the Depositor shall petition any court of competent jurisdiction for the removal of the Securities Intermediary and the appointment of a successor Securities Intermediary. In the event the Securities Intermediary resigns or is removed, the Securities Intermediary shall reimburse the Depositor for any fees or charges previously paid to the Securities Intermediary in respect of duties not yet performed under this Trust Agreement which remain to be performed by a successor Securities Intermediary. (e) In case at any time the Securities Intermediary acting hereunder notifies the Trustee or the Depositor that it elects to resign or the Trustee, the Depositor or Holders of the Required Percentage--Removal of Securities Intermediary of Certificates notifies or notify the Securities Intermediary that it or they elects or elect to remove the Securities Intermediary as Securities Intermediary, the Depositor shall, within sixty (60) days after the delivery of the notice of resignation or removal, appoint a successor Securities Intermediary, which shall satisfy the requirements set forth in Section 2.06. If no successor Securities Intermediary has been appointed within sixty (60) days after the Securities Intermediary has given written notice of its election to resign or the Trustee, the Depositor or Holders of the Required Percentage--Removal of Securities Intermediary of Certificates have given written notice to the Securities Intermediary of its or their election to remove the Securities Intermediary, as the case may be, the Securities Intermediary may petition any court of competent jurisdiction for the appointment of a successor Securities Intermediary. Every successor Securities Intermediary shall execute and deliver to its predecessor, to the Trustee and to the Depositor an instrument in writing accepting its appointment hereunder, and thereupon such successor Securities Intermediary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Securities Intermediary under this Trust Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Trustee and the Depositor, shall execute and deliver an instrument transferring to such successor all rights, obligations and powers of such predecessor hereunder, and shall duly assign, transfer and deliver all right, title and interest in the Deposited Assets and parts thereof to such successor. Any successor Securities Intermediary shall promptly give notice of its appointment to the Certificateholders of Certificates for which it is successor Securities Intermediary in the manner provided in Section 11.04 hereof. (f) Any corporation into or with which the Securities Intermediary may be merged, consolidated or converted shall be the successor of such Securities Intermediary without the execution or filing of any document or any further act.

Resignation or Removal of the Securities Intermediary; Appointment of Successor Securities Intermediary. (a) The Securities Intermediary may at any time resign as Securities Intermediary hereunder by written notice of its election so to do, delivered to the Trustee and the Depositor, and such resignation shall take effect upon the appointment of a successor Securities Intermediary and its acceptance of such appointment as hereinafter provided; provided, however, that in the event of such resignation, the Securities Intermediary shall (i) assist the Trustee and the Depositor in finding a successor Securities Intermediary acceptable to the Trustee and the Depositor and (ii) negotiate in good faith concerning any prepaid but unaccrued fees. (b) The Trustee, the Depositor or the Holders of Certificateholders evidencing not less than the Required Percentage---Removal of Securities Intermediary of Certificates may at any time remove the Securities Intermediary as Securities Intermediary hereunder by written notice delivered to the Securities Intermediary in the manner provided in Section 11.04 11.5 hereof, and such removal shall take effect upon the appointment of the successor Securities Intermediary and its acceptance of such appointment as provided in paragraph (e) of this Section 9.019.1; provided, however, that in the event of such removal, the Depositor shall negotiate in good faith with the Securities Intermediary in order to agree regarding payment of the termination costs of the Securities Intermediary resulting from such removal. (c) Upon the designation and acceptance thereof of a successor Securities Intermediary, following either resignation or removal of the Securities Intermediary, the Securities Intermediary shall deliver to the successor Securities Intermediary all records relating to the Certificates in the form and manner then maintained by the Securities Intermediary, which shall include a hard copy thereof upon written request of the successor Securities Intermediary. (d) If at any time the Securities Intermediary shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Securities Intermediary or of its property shall be appointed, or any public officer shall take charge or control of the Securities Intermediary or of its property of affairs for the purpose of rehabilitation, conservation or liquidation, the Depositor shall petition any court of competent jurisdiction for the removal of the Securities Intermediary and the appointment of a successor Securities Intermediary. In the event the Securities Intermediary resigns or is removed, the Securities Intermediary shall reimburse the Depositor for any fees or charges previously paid to the Securities Intermediary in respect of duties not yet performed under this the Trust Agreement which remain to be performed by a successor Securities Intermediary. (e) In case at any time the Securities Intermediary acting hereunder notifies the Trustee or the Depositor that it elects to resign or the Trustee, the Depositor or Holders of Certificateholders representing not less than the Required Percentage---Removal of Securities Intermediary of Certificates notifies or notify the Securities Intermediary that it or they elects or elect to remove the Securities Intermediary as Securities Intermediary, the Depositor shall, within sixty (60) days after the delivery of the notice of resignation or removal, appoint a successor Securities Intermediary, which shall satisfy the requirements set forth in Section 2.062.8. If no successor Securities Intermediary has been appointed within sixty (60) days after the Securities Intermediary has given written notice of its election to resign or the Trustee, the Depositor or Holders of Certificateholders representing not less than the Required Percentage---Removal of Securities Intermediary of Certificates have given written notice to the Securities Intermediary of its or their election to remove the Securities Intermediary, as the case may be, the Securities Intermediary may petition any court of competent jurisdiction for the appointment of a successor Securities Intermediary. Every successor Securities Intermediary shall execute and deliver to its predecessor, to the Trustee and to the Depositor an instrument in writing accepting its appointment hereunder, and thereupon such successor Securities Intermediary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Securities Intermediary under this Trust Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Trustee and the Depositor, shall execute and deliver an instrument transferring to such successor all rights, obligations and powers of such predecessor hereunder, and shall duly assign, transfer and deliver all right, title and interest in the Deposited Assets and parts thereof to such successor. Any successor Securities Intermediary shall promptly give notice of its appointment to the Certificateholders of Certificates for which it is successor Securities Intermediary in the manner provided in Section 11.04 11.5 hereof. (f) Any corporation into or with which the Securities Intermediary may be merged, consolidated or converted shall be the successor of such Securities Intermediary without the execution or filing of any document or any further act. (g) In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise, a security interest in a Certificate Account or any security entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Trustee. The financial assets and other items deposited to a Certificate Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Trustee [(except that the Securities Intermediary may set off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of any Certificate Account and (ii) the face amount of any checks which have been credited to a Certificate Account but are subsequently returned unpaid because of uncollected or insufficient funds)].

Resignation or Removal of the Securities Intermediary; Appointment of Successor Securities Intermediary. (a) The Securities Intermediary may at any time resign as Securities Intermediary hereunder by written notice of its election so to do, delivered to the Trustee and the Depositor, and such resignation shall take effect upon the appointment of a successor Securities Intermediary and its acceptance of such appointment as hereinafter provided; provided, however, that in the event of such resignation, the Securities Intermediary shall (i) assist the Trustee and the Depositor in finding a successor Securities Intermediary acceptable to the Trustee and the Depositor and (ii) negotiate in good faith concerning any prepaid but unaccrued fees. (b) The Trustee, the Depositor or the Holders of Certificateholders evidencing not less than the Required Percentage--Removal of Securities Intermediary of Certificates may at any time remove the Securities Intermediary as Securities Intermediary hereunder by written notice delivered to the Securities Intermediary in the manner provided in Section 11.04 11.5 hereof, and such removal shall take effect upon the appointment of the successor Securities Intermediary and its acceptance of such appointment as provided in paragraph (e) of this Section 9.019.1; provided, however, that in the event of such removal, the Depositor shall negotiate in good faith with the Securities Intermediary in order to agree regarding payment of the termination costs of the Securities Intermediary resulting from such removal. (c) Upon the designation and acceptance thereof of a successor Securities Intermediary, following either resignation or removal of the Securities Intermediary, the Securities Intermediary shall deliver to the successor Securities Intermediary all records relating to the Certificates in the form and manner then maintained by the Securities Intermediary, which shall include a hard copy thereof upon written request of the successor Securities Intermediary. (d) If at any time the Securities Intermediary shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Securities Intermediary or of its property shall be appointed, or any public officer shall take charge or control of the Securities Intermediary or of its property of affairs for the purpose of rehabilitation, conservation or liquidation, the Depositor shall petition any court of competent jurisdiction for the removal of the Securities Intermediary and the appointment of a successor Securities Intermediary. In the event the Securities Intermediary resigns or is removed, the Securities Intermediary shall reimburse the Depositor for any fees or charges previously paid to the Securities Intermediary in respect of duties not yet performed under this the Trust Agreement which remain to be performed by a successor Securities Intermediary. (e) In case at any time the Securities Intermediary acting hereunder notifies the Trustee or the Depositor that it elects to resign or the Trustee, the Depositor or Holders of Certificateholders representing not less than the Required Percentage--Removal of Securities Intermediary of Certificates notifies or notify the Securities Intermediary that it or they elects or elect to remove the Securities Intermediary as Securities Intermediary, the Depositor shall, within sixty (60) days after the delivery of the notice of resignation or removal, appoint a successor Securities Intermediary, which shall satisfy the requirements set forth in Section 2.062.8. If no successor Securities Intermediary has been appointed within sixty (60) days after the Securities Intermediary has given written notice of its election to resign or the Trustee, the Depositor or Holders of Certificateholders representing not less than the Required Percentage--Removal of Securities Intermediary of Certificates have given written notice to the Securities Intermediary of its or their election to remove the Securities Intermediary, as the case may be, the Securities Intermediary may petition any court of competent jurisdiction for the appointment of a successor Securities Intermediary. Every successor Securities Intermediary shall execute and deliver to its predecessor, to the Trustee and to the Depositor an instrument in writing accepting its appointment hereunder, and thereupon such successor Securities Intermediary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Securities Intermediary under this Trust Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Trustee and the Depositor, shall execute and deliver an instrument transferring to such successor all rights, obligations and powers of such predecessor hereunder, and shall duly assign, transfer and deliver all right, title and interest in the Deposited Assets and parts thereof to such successor. Any successor Securities Intermediary shall promptly give notice of its appointment to the Certificateholders of Certificates for which it is successor Securities Intermediary in the manner provided in Section 11.04 11.5 hereof. (f) Any corporation into or with which the Securities Intermediary may be merged, consolidated or converted shall be the successor of such Securities Intermediary without the execution or filing of any document or any further act. (g) In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise, a security interest in a Certificate Account or any security entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Trustee. The financial assets and other items deposited to a Certificate Account will not be subject to deduction, set-off, banker's lien, or any other right in favor of any person other than the Trustee [(except that the Securities Intermediary may set off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of any Certificate Account and (ii) the face amount of any checks which have been credited to a Certificate Account but are subsequently returned unpaid because of uncollected or insufficient funds)].