ANY COLLATERAL FILE AND THE COLLATERAL CONTAINED THEREIN OR ANY POSSESSORY
COLLATERAL TO ISSUER OR ITS DESIGNEE.
VIII.
RELEASE FOR SERVICING OR FORECLOSURE.
FROM TIME TO TIME AS
APPROPRIATE FOR SERVICING OR FORECLOSURE OF ANY DELIVERABLE, ANY DELIVERABLE
PACKAGE, ANY COLLATERAL FILE AND THE COLLATERAL CONTAINED THEREIN OR POSSESSORY
COLLATERAL, CUSTODIAN
SHALL, UPON WRITTEN REQUEST FROM SERVICER IN THE FORM OF
EXHIBIT B ATTACHED HERETO, AND WITH THE PRIOR WRITTEN CONSENT OF INDENTURE
TRUSTEE, DELIVER TO SERVICER SUCH DELIVERABLE OR DELIVERABLES AS REQUESTED BY
SERVICER AND CONSENTED TO IN WRITING BY INDENTURE TRUSTEE FOR, INCLUDING, BUT
NOT LIMITED TO, THE PROSECUTION OF ANY FORECLOSURE OR COLLECTION PROCEEDING OR
FOR REMARKETING.
UPON THE RECEIPT OF THE RELEASED DELIVERABLE OR DELIVERABLES,
SERVICER SHALL EXECUTE A TRUST RECEIPT, IN THE FORM OF EXHIBIT C ATTACHED HERETO
(A "TRUST RECEIPT"), INDICATING THE PURPOSE OF THE RELEASE OF THE DELIVERABLE OR
DELIVERABLES AND ACKNOWLEDGING THE CONTINUING APPLICATION OF THE SECURITY
INTEREST OF INDENTURE TRUSTEE IN THE DELIVERABLES, DELIVERABLE PACKAGES, THE
COLLATERAL FILES AND THE COLLATERAL CONTAINED THEREIN AND POSSESSORY COLLATERAL
AND ANY PROCEEDS THEREOF.
IX.
RELEASE OF COLLATERAL FILE UPON INSTRUCTION.
UPON WRITTEN NOTICE
FROM INDENTURE TRUSTEE FOR THE RELEASE OF A COLLATERAL FILE (OR ANY PORTION
THEREOF), CUSTODIAN
7
shall, within two (2) Business Days following receipt of such notice, release
such Collateral File (or portion thereof) to Issuer or its designee.
X.
REPORTS.
IN ADDITION TO CERTIFICATIONS REQUIRED PURSUANT TO THE
TERMS OF THIS CUSTODIAL AGREEMENT, CUSTODIAN SHALL PROVIDE THE ISSUER, SERVICER,
INDENTURE TRUSTEE AND DEAL AGENT, WITHIN FIVE (5) BUSINESS DAYS FOLLOWING THE
END OF EACH CALENDAR MONTH, A MONTHLY WRITTEN REPORT AS OF THE LAST DAY OF SUCH
CALENDAR MONTH, WHICH REPORT SHALL SET FORTH EACH ENGINE IN THE PORTFOLIO AND
WITH RESPECT TO EACH ENGINE (A) EACH DELIVERABLE RELATED TO SUCH ENGINE NOT IN
CUSTODIAN'S ACTUAL POSSESSION AS OF THE DATE OF SUCH REPORT AND (B) EACH
DELIVERABLE RELATED TO SUCH ENGINE RELEASED FOR INCLUDING, BUT NOT LIMITED TO,
THE PURPOSE OF SERVICING AND FORECLOSURE.
XI.
REMOVAL OF CUSTODIAN.
INDENTURE TRUSTEE, WITH OR WITHOUT CAUSE,
SHALL (AT THE DIRECTION OF THE DEAL AGENT) AND UPON AT LEAST SIXTY (60) DAYS'
PRIOR WRITTEN NOTICE TO CUSTODIAN (WITH A COPY TO ISSUER AND DEAL AGENT), REMOVE
AND DISCHARGE CUSTODIAN FROM THE PERFORMANCE OF ITS DUTIES UNDER THIS CUSTODIAL
AGREEMENT.
HAVING GIVEN SUCH NOTICE OF REMOVAL, INDENTURE TRUSTEE PROMPTLY
SHALL APPOINT A SUCCESSOR CUSTODIAN TO ACT ON BEHALF OF INDENTURE TRUSTEE AND
ISSUER, AS THEIR RESPECTIVE RIGHTS APPEAR HEREIN.
SUCH SUCCESSOR CUSTODIAN
SHALL ACCEPT SUCH APPOINTMENT BY EXECUTING AND DELIVERING A WRITTEN INSTRUMENT
SIMILAR IN FORM AND SUBSTANCE TO THIS CUSTODIAL AGREEMENT AND SATISFACTORY TO
BOTH OF ISSUER AND DEAL AGENT, WHICH SUCH INSTRUMENT SHALL BE ACKNOWLEDGED BY
INDENTURE TRUSTEE AND SERVICER.
SO LONG AS NO EVENT OF DEFAULT (AS DEFINED IN
THE SECURITIZATION FACILITY AGREEMENTS) SHALL HAVE OCCURRED AND BE CONTINUING,
ISSUER SHALL HAVE THE RIGHT TO CONSENT TO THE APPOINTMENT OF A SUCCESSOR
CUSTODIAN PURSUANT TO THIS SECTION XI, WHICH