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.