Effective Period, Termination, and Amendment; Interpretive and Additional Provisions Clause Samples

Effective Period, Termination, and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture Trustee, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the Servicer, who shall deliver such notice to ▇▇▇▇▇’▇ Investors Service, Inc. (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”) (collectively, the “Rating Agencies”). As promptly as possible after the giving of, or receipt of, notice of termination of this Custodian Agreement or the automatic termination of Exeter as Custodian, the Custodian shall deliver the Receivable Files to the Indenture Trustee on behalf of the Noteholders and at the Servicer’s expense, at such place or places as the Indenture Trustee may designate, and the Indenture Trustee, or its agent, as the case may be, shall act as Custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such ame...

Effective Period, Termination, and Amendment; Interpretive and Additional Provisions. This Agreement shall become effective as of the date hereof, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by written notice to the other party, such termination to take effect no sooner than sixty (60) days after the date of such notice. Notwithstanding the foregoing, if Navistar Financial Corporation resigns as Servicer under the Further Transfer and Servicing Agreements or if all of the rights and obligations of the Servicer have been terminated under the Further Transfer and Servicing Agreements, this Agreement may be terminated by the Issuer or by any Persons to whom the Issuer has assigned its rights hereunder. As soon as practicable after the termination of this Agreement, the Custodian shall deliver the Receivable Files described herein to the Issuer or the Issuer's agent at such place or places as the Issuer may reasonably designate.

Effective Period, Termination, and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof, shall continue in full force and effect until terminated as hereinafter provided, and may be amended at any time by mutual agreement of the parties hereto; provided, however, that any amendments with respect to provisions regarding Other Assets shall be subject to the satisfaction of the Rating Agency Condition. This Custodian Agreement may be terminated by either party by written notice to the other party, such termination to take effect no sooner than 60 days after the date of such notice. Notwithstanding the foregoing, if GMAC resigns as Servicer under the Trust Sale and Servicing Agreement or if all of the rights and obligations of the Servicer have been terminated under the Trust Sale and Servicing Agreement, this Custodian Agreement may be terminated by the Issuing Entity or GMAC or by any Persons to whom the Issuing Entity or GMAC has assigned its rights hereunder. As soon as practicable after the termination of this Custodian Agreement, the Custodian shall deliver the Receivables Files described herein to the Issuing Entity, the Issuing Entity's agent or GMAC at such place or places as the Issuing Entity or GMAC may reasonably designate.

Effective Period, Termination, and Amendment; Interpretive and Additional Provisions. This Agreement shall become effective as of the date hereof and shall continue in full force and effect until it (i) shall automatically terminate following the winding-up and termination of the Issuer and the termination of the Trust Agreement in accordance with the terms of the Trust Agreement or (ii) is otherwise terminated as hereinafter provided. This Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer and the Indenture Trustee and may be terminated by any party by giving written notice to the other parties, such termination to take effect no sooner than 30 days after the date of such notice. The Owner Trustee's, the Indenture Trustee's and the Backup Servicer's costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Article VII of the Trust Agreement (with respect to the Owner Trustee), Section 5.7(b) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable. So long as United Auto is serving as Custodian, any termination or resignation of United Auto as Servicer under the Sale and Servicing

Effective Period, Termination, and Amendment; Interpretive and Additional Provisions. The Master Servicer’s appointment as Custodian will become effective as of the Cut-Off Date and will continue in full force and effect until terminated as herein provided. The appointment of the Master Servicer as Custodian may be terminated by the Master Servicer by written notice to the Issuer and the Indenture Trustee, such termination to take effect no sooner than sixty (60) days after the date of such notice. Notwithstanding the foregoing, if BANA resigns as Master Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of the Master Servicer are terminated under Section 6.2, the appointment of the Master Servicer as Custodian hereunder will be terminated. As soon as practicable after any termination under this Section 2.2, unless the Receivables Servicer is holding the documents and instruments relating to the Receivables for the benefit of the Issuer and Indenture Trustee, the Custodian will deliver to the Indenture Trustee or the Indenture Trustee’s designee, the Receivable Files and the related accounts and Records maintained by the Custodian at such place or places as the Indenture Trustee may reasonably designate.

Effective Period, Termination, and Amendment; Interpretive and Additional Provisions. The Servicer’s appointment as Custodian will become effective as of the Cutoff Date and will continue in full force and effect until terminated as herein provided. The appointment of the Servicer as Custodian may be terminated by either Party by written notice to the other Party, such termination to take effect no sooner than sixty (60) days after the date of such notice. Notwithstanding the foregoing, if GMAC resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer are terminated under Section 6.2, the appointment of the Servicer as Custodian hereunder may be terminated by the Master Servicer. As soon as practicable after any termination under this Section 2.2, the Custodian at its expense will deliver to the Master Servicer, or the Master Servicer’s designee, the Receivable Files and the related accounts and records maintained by the Custodian at such place or places as the Master Servicer may reasonably designate.

Effective Period, Termination, and Amendment; Interpretive and Additional Provisions. (a) This COLT Custodian Agreement shall become effective as of the date hereof, shall continue in full force and effect until terminated as hereinafter provided. (b) This COLT Custodian Agreement may be amended by the COLT Custodian and COLT (i) to cure any ambiguity, (ii) to correct or supplement any provision in this COLT Custodian Agreement that may be defective or inconsistent with any other provision of this COLT Custodian Agreement, or (iii) to add, change or eliminate any other provision of this COLT Custodian Agreement in any manner that shall not, adversely affect in any material respect the interests of the COLT 200_-__ Secured Noteholders. (c) This Agreement may also be amended from time to time by the COLT Custodian and COLT with the consent of the holders of a majority of the then Outstanding Amount of the COLT 200_-__ Secured Notes, which consent, whether given pursuant to this Section 8 or pursuant to any other provision herein, shall be conclusive and binding on such Persons and on all future holders of COLT 200_-__ Certificates and COLT 200 - Secured Notes for the purpose of adding any provisions to this COLT Custodian Agreement or changing in any manner or eliminating any of the provisions of this COLT Custodian Agreement, or of modifying in any manner the rights of the COLT 200_-__ Certificateholder or COLT 200_-__ Secured Noteholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Series 200_-__ Lease Assets or distributions that shall be required to be made on any COLT 200_-__ Secured Note, or (ii) reduce the percentage in this Section 8 required to consent to any action or amendment, without the consent of all of the holders of the COLT 200_-__ Secured Notes then outstanding. (d) Prior to the execution of any amendment or consent pursuant to this Section 8, the COLT Custodian shall furnish written notice of the substance of such amendment or consent to the Rating Agencies and each COLT 200_-__ Secured Noteholder. (e) It shall not be necessary for the consent of the COLT 200_-__ Secured Noteholders pursuant to Section 8(c) to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of COLT 200_-__ Secured Noteholders provided for in this COLT Custodian Agreement) and ...