Common use of Removal of Custodian Clause in Contracts

Removal of Custodian. With or without cause, with sixty (60) days’ notice, (a) prior to the occurrence of an Event of Default the Issuer may, with the prior written consent of the Control Party, or (b) following the occurrence of an Event of Default, the Control Party may, remove and discharge the Custodian from the performance of its duties under this Indenture with respect to any or all of the Contracts and related Contract Files by written notice from the Issuer or the Control Party, as the case may be, to the Custodian, with a copy to the Trustee and the Servicer. Having given notice of such removal, the Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shall, by written instrument and with the consent of the Control Party (if the notice of removal came from the Issuer), promptly appoint a successor custodian to act on behalf of the Issuer in replacement of the Custodian under this Indenture, which successor Custodian shall be satisfactory to the Control Party in its sole discretion. In the event of any such removal, the Custodian shall promptly transfer to the successor custodian, as directed, all affected Contracts and related Contract Files. In the event of removal of the Custodian for cause and the appointment of a successor custodian under this Indenture, the expenses of transferring the Contracts and related Contract Files to the successor custodian shall be at the expense of the Custodian. In the event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, as the case may be, and the appointment of a successor custodian under this Indenture, the Issuer shall be responsible for the expenses of transferring the Contracts and related Contract Files to the successor custodian. Notwithstanding the foregoing, this Indenture shall remain in full force and effect with respect to any Contracts and related Contract Files for which this Indenture is not terminated hereunder. The Custodian may petition a court of competent jurisdiction to appoint a successor hereunder if no successor is appointed within such 60-day notice period.

Removal of Custodian. With The Trustee, with or without cause, with sixty may (60but is not obligated to, unless requested to do so by a majority of Certificateholders) days’ notice(i) require the Custodian to complete the endorsements on the Mortgage Notes and to complete and record the Assignments of Mortgage (in either case, (a) prior at no expense to the occurrence of an Event of Default the Issuer mayCustodian), with the prior written consent of the Control Party, or and/or (bii) following the occurrence of an Event of Default, the Control Party may, upon at least 45 days' notice remove and discharge the Custodian from the performance of its duties under this Indenture with respect to any or all of the Contracts and related Contract Files Agreement by written notice from the Issuer or the Control Party, as the case may be, Trustee to the Custodian, with a copy to the Trustee and the Servicer. Having given notice of such removal, the Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shall, by written instrument and with the consent of the Control Party (if the notice of removal came from the Issuer), Trustee promptly shall appoint a successor custodian Custodian (and if the Custodian is removed at the direction of a majority of Certificateholders such successor shall be selected by such majority) to act on behalf of the Issuer in replacement Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee, with an original to the successor Custodian. In addition, the Trustee may terminate the Custodian upon written notice with respect to some or all of the Custodian under this Indenture, which successor Custodian shall be satisfactory Mortgage Loans upon the sale or other transfer of such Mortgage Loans to the Control Party in its sole discretiona subsequent purchaser. In the event of any such removal, the Custodian shall shall, at the expense of the Trust, promptly transfer to the successor custodiancustodian or subsequent purchaser, as directed, all affected Contracts and related Contract Files. In the event of removal of the Custodian for cause and the appointment of a successor custodian Custodial Files being administered under this IndentureAgreement relating to such Mortgage Loans, and shall assign the expenses of transferring Mortgages and endorse the Contracts and related Contract Files Mortgage Notes to the successor custodian shall be at Custodian or subsequent purchaser if the expense endorsements on the Mortgage Notes and the Assignments of Mortgages have been completed in the name of the Custodian. In the event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, as the case may be, and the appointment of a successor custodian under this Indenture, the Issuer shall be responsible for the expenses of transferring the Contracts and related Contract Files to the successor custodian. Notwithstanding the foregoing, this Indenture shall remain in full force and effect with respect to any Contracts and related Contract Files for which this Indenture is not terminated hereunder. The Custodian may petition a court of competent jurisdiction to appoint a successor hereunder if no successor is appointed within such 60-day notice period.

Removal of Custodian. With The Trustee, with or without cause, with sixty may (60but is not obligated to, unless requested to do so by a majority of Certificateholders) (i) require the Custodian to complete the endorsements on the Mortgage Notes and to complete and record the Assignments of Mortgage (in either case, at no expense to the Custodian), and/or (ii) upon at least 45 days’ notice, (a) prior to the occurrence of an Event of Default the Issuer may, with the prior written consent of the Control Party, or (b) following the occurrence of an Event of Default, the Control Party may, notice remove and discharge the Custodian from the performance of its duties under this Indenture with respect to any or all of the Contracts and related Contract Files Agreement by written notice from the Issuer or the Control Party, as the case may be, Trustee to the Custodian, with a copy to the Trustee and the Servicer. Having given notice of such removal, the Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shall, by written instrument and with the consent of the Control Party (if the notice of removal came from the Issuer), Trustee promptly shall appoint a successor custodian Custodian (and if the Custodian is removed at the direction of a majority of Certificateholders such successor shall be selected by such majority) to act on behalf of the Issuer in replacement Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee, with an original to the successor Custodian. In addition, the Trustee may terminate the Custodian upon written notice with respect to some or all of the Custodian under this Indenture, which successor Custodian shall be satisfactory Mortgage Loans upon the sale or other transfer of such Mortgage Loans to the Control Party in its sole discretiona subsequent purchaser. In the event of any such removal, the Custodian shall shall, at the expense of the Trust, promptly transfer to the successor custodiancustodian or subsequent purchaser, as directed, all affected Contracts and related Contract Files. In the event of removal of the Custodian for cause and the appointment of a successor custodian Custodial Files being administered under this IndentureAgreement relating to such Mortgage Loans, and shall assign the expenses of transferring Mortgages and endorse the Contracts and related Contract Files Mortgage Notes to the successor custodian shall be at Custodian or subsequent purchaser if the expense endorsements on the Mortgage Notes and the Assignments of Mortgages have been completed in the name of the Custodian. In the event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, as the case may be, and the appointment of a successor custodian under this Indenture, the Issuer shall be responsible for the expenses of transferring the Contracts and related Contract Files to the successor custodian. Notwithstanding the foregoing, this Indenture shall remain in full force and effect with respect to any Contracts and related Contract Files for which this Indenture is not terminated hereunder. The Custodian may petition a court of competent jurisdiction to appoint a successor hereunder if no successor is appointed within such 60-day notice period.

Removal of Custodian. With or without cause, with sixty (60) days’ notice, (a) The Agent or the Borrower, upon (i) at least thirty (30) days prior written notice to the occurrence of an Event of Default Custodian and the Issuer mayother party, with the prior written consent of the Control Party, or (b) following the occurrence of an Event of Default, the Control Party may, may remove and discharge the Custodian from the performance of its duties under this Indenture (or any successor custodian thereafter appointed), with respect to any or all of the Contracts cause, and related Contract Files by (ii) at least sixty (60) days prior written notice from the Issuer or the Control Party, as the case may be, to the Custodian, with a copy to the Trustee Custodian and the Servicer. Having given notice of such removalother party, the Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shall, by written instrument and with the consent of the Control Party other party (which consent shall not be unreasonably withheld), may remove and discharge the Custodian (or any successor custodian thereafter appointed), without cause, from the performance of its obligations under this Custodial Agreement; provided, that, if a Default or an Event of Default has occurred and is continuing, (Y) the Borrower’s consent shall not be required as a condition to Agent’s removing or discharging the Custodian without cause, and (Z) the Borrower shall have no right to remove or discharge the Custodian without cause. Promptly after the giving of notice of removal came from of the Issuer)Custodian, promptly appoint the Agent shall appoint, by written instrument, a successor custodian to act on behalf custodian, which appointment shall, unless a Default or an Event of Default has occurred and is continuing, require the consent of the Issuer in replacement Borrower, which consent shall not be unreasonably withheld. One original counterpart of such instrument of appointment shall be delivered to each of the Agent, the Borrower, the Custodian under this Indenture, which and the successor Custodian shall be satisfactory to the Control Party in its sole discretion. custodian. (b) In the event of any such removal, the Custodian shall promptly transfer to the successor custodian, as directeddirected in writing, all affected Contracts and related Contract Filesthe Investment Files being administered under this Custodial Agreement. In the event of removal The cost of the Custodian for cause and the appointment shipment of a successor custodian under this Indenture, the expenses of transferring the Contracts and related Contract Investment Files to the successor custodian shall be at the expense of the Custodian. In , in the event of a removal for cause, and otherwise at the expense of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, as the case may be, and the appointment of a successor custodian under this Indenture, the Issuer Borrower. The Borrower shall be responsible for the fees and expenses of transferring the Contracts and related Contract Files to the successor custodian. Notwithstanding the foregoing, this Indenture shall remain in full force and effect with respect to any Contracts and related Contract Files for which this Indenture is not terminated hereunder. The Custodian may petition a court of competent jurisdiction to appoint a successor hereunder if no successor is appointed within such 60-day notice period.

Removal of Custodian. With Respect to Some or All of the Mortgage Loans. With or without cause, the Trustee may with sixty (60) 60 days’ notice, (a) prior ' notice to the occurrence of an Event of Default the Issuer may, with the prior written consent of the Control Party, or (b) following the occurrence of an Event of Default, the Control Party may, Custodian remove and discharge the Custodian from the performance of its duties under this Indenture Agreement with cause, or at the direction of the Depositor, without cause, with respect to any or all of the Contracts and related Contract Files Mortgage Loans by written notice from the Issuer or the Control Party, as the case may be, Trustee to the Custodian, with a copy to the Trustee Depositor, the Master Servicer and the Servicerall applicable Servicers and delivery of all outstanding Final Certifications. Having given notice of such removal, the Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) Trustee promptly shall, by written instrument instrument, with a copy to the Depositor and with the consent of applicable Servicer(s) and an original to the Control Party successor custodian or document custodian, (if the notice of removal came from the Issuer), promptly i) appoint a successor custodian to act on behalf of the Issuer in replacement of Trustee to replace the Custodian under this IndentureAgreement, (ii) designate a document custodian to receive the Custodial Files with respect to the Mortgage Loans removed from this Agreement, or (iii) take delivery of the Custodial Files. The Trustee's appointment of a successor custodian or document custodian shall be subject to the consent of the Depositor, which successor Custodian consent shall not be satisfactory to the Control Party in its sole discretionunreasonably withheld. In the event of any such removal, the Custodian shall promptly transfer to the successor custodian, as directed, all affected Contracts and related Contract Custodial Files. In the event of removal of the Custodian for cause and the appointment of a successor custodian under this IndentureAgreement, the expenses of transferring the Contracts and related Contract Custodial Files to the successor custodian shall be at the expense of the Custodian. In the event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, as the case may be, Trustee and the appointment of a successor custodian under this IndentureAgreement, the Issuer Master Servicer, on behalf of the Depositor, shall be responsible for the expenses of transferring the Contracts and related Contract Custodial Files to the successor custodian. In all cases, the fees of the successor custodian hereunder shall be paid by the Master Servicer on behalf of the Depositor or, if the Master Servicer fails to pay such fees, then as provided in Section 6 above. Notwithstanding the foregoing, this Indenture Agreement shall remain in full force and effect with respect to any Contracts and related Contract Files Mortgage Loans for which this Indenture Agreement is not terminated hereunder. The Custodian may petition a court of competent jurisdiction to appoint a successor hereunder if no successor is appointed within such 60-day notice period.

Removal of Custodian. With The Trustee with or without cause, with sixty (60) may upon at least 60 days’ notice, (a) prior to the occurrence of an Event of Default the Issuer may, with the prior written consent of the Control Party, or (b) following the occurrence of an Event of Default, the Control Party may, notice remove and discharge the Custodian from the performance of its duties under this Indenture with respect to any or all of the Contracts and related Contract Files Custodial Agreement by written notice from the Issuer or the Control Party, as the case may be, Trustee to the Custodian, with a copy to the Trustee and the Servicer. Having given notice of such removal, the Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shall, by written instrument and with the consent of the Control Party (if the notice of removal came from the Issuer)Trustee, promptly shall appoint a successor custodian Custodian (which may be the Trustee or an affiliate of the Trustee) to act on behalf of the Issuer in replacement Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee and an original to the successor Custodian under this Indenture(with a copy delivered to each Servicer), which provided that any such successor Custodian shall be satisfactory to meet the Control Party criteria set forth in its sole discretionthe following paragraph. In the event of any such removal, the Custodian shall promptly transfer to the successor custodianCustodian, as directed, all affected Contracts and related Contract FilesCustodial Files being administered under this Custodial Agreement. In the event of removal of any such appointments the Custodian for cause and the appointment of a successor custodian under this Indenture, the expenses of transferring the Contracts and related Contract Files to the successor custodian shall be at the expense of the Custodian. In the event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, as the case may be, and the appointment of a successor custodian under this Indenture, the Issuer Trustee shall be responsible for the fees and expenses of transferring the Contracts existing and related Contract successor Custodian, unless the Custodian shall be removed for cause, in which case such fees and expenses shall be the responsibility of the removed custodian. If the Trustee removes the Custodian without cause, the Trustee shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor custodianCustodian and for all applicable release fees of the Custodian. Notwithstanding Any successor Custodian shall at all times be a corporation or association organized and doing business under the foregoinglaws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $5,000,000, subject to supervision or examination by federal or state authority and with a credit rating which would not cause either of the Rating Agencies to reduce their respective then current Ratings of the Certificates (or having provided such security from time to time as is sufficient to avoid such reduction) as evidenced in writing by each Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Indenture Section 12 the combined capital and surplus of such corporation or association shall remain be deemed to be its combined capital and surplus as set forth in full force its most recent report of condition so published. In case at any time a successor Custodian shall cease to be eligible in accordance with the provisions of this Section 12, such successor Custodian shall resign immediately and effect with respect to any Contracts and related Contract Files for which this Indenture is not terminated hereunderbe replaced as specified in the previous paragraph. The entity serving as successor Custodian may petition have normal banking and trust relationships with the Depositor and its affiliates or a court Servicer and its affiliates; provided, however, that such entity cannot be an affiliate of competent jurisdiction to appoint the Seller, the Depositor or a successor hereunder if no successor is appointed within such 60-day notice periodServicer.

Removal of Custodian. With or without cause, with sixty (60) days’ notice, (a) The Administrative Agent, upon (i) at least thirty (30) days prior written notice to the occurrence of an Event of Default the Issuer may, with the prior written consent of the Control Party, or (b) following the occurrence of an Event of DefaultCustodian, the Control Party mayServicer and the Borrower, may remove and discharge the Custodian (or any successor custodian thereafter appointed), with cause and (ii) at least sixty (60) days prior written notice to the Custodian, the Servicer and the Borrower, may remove and discharge the Custodian (or any successor custodian thereafter appointed), without cause, from the performance of its duties obligations under this Indenture with respect to any Custodial Agreement; provided, that the Administrative Agent shall not remove or all discharge the Custodian without cause without the consent of the Contracts and related Contract Files by written notice from Borrower, which consent shall not be unreasonably withheld. Notwithstanding the Issuer foregoing, upon a merger, conversion, consolidation or other reorganization of the Control Party, Custodian as the case may be, to the Custodian, with a copy to the Trustee and the Servicer. Having given notice of such removaldescribed in Section 4(i) above, the Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shallAdministrative Agent, by written instrument and with the consent of the Control Party Borrower, may remove and discharge the Custodian upon fifteen (if 15) days prior written notice. Promptly after the giving of notice of removal came from of the Issuer)Custodian, promptly appoint the Administrative Agent shall appoint, by written instrument, a successor custodian to act on behalf custodian, which appointment shall require the consent of the Issuer in replacement Borrower, which consent shall not be unreasonably withheld. One original counterpart of such instrument of appointment shall be delivered to each of the Administrative Agent, the Servicer, the Borrower, the Custodian under this Indenture, which and the successor Custodian shall be satisfactory to the Control Party in its sole discretion. custodian. (b) In the event of any such removal, the Custodian shall promptly transfer to the successor custodian, as directeddirected in writing, all affected Contracts and related Contract Filesthe Loan Files being administered under this Custodial Agreement. In the event of removal The cost of the Custodian for cause and the appointment shipment of a successor custodian under this Indenture, the expenses of transferring the Contracts and related Contract Loan Files to the successor custodian shall be at the expense of the CustodianBorrower. In the event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, as the case may be, and the appointment of a successor custodian under this Indenture, the Issuer The Borrower shall be responsible for the fees and expenses of transferring the Contracts and related Contract Files to the successor custodian. Notwithstanding the foregoing, this Indenture shall remain in full force and effect with respect to any Contracts and related Contract Files for which this Indenture is not terminated hereunder. The Custodian may petition a court of competent jurisdiction to appoint a successor hereunder if no successor is appointed within such 60-day notice period.

Removal of Custodian. With The Trustee with or without cause, with sixty (60) may upon at least 60 days’ notice, (a) prior to the occurrence of an Event of Default the Issuer may, with the prior written consent of the Control Party, or (b) following the occurrence of an Event of Default, the Control Party may, notice remove and discharge the Custodian from the performance of its duties under this Indenture with respect to any or all of the Contracts and related Contract Files Custodial Agreement by written notice from the Issuer or the Control Party, as the case may be, Trustee to the Custodian, with a copy to the Trustee and the Servicer. Having given notice of such removal, the Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shall, by written instrument and with the consent of the Control Party (if the notice of removal came from the Issuer)Trustee, promptly shall appoint a successor custodian Custodian (which may be the Trustee or an affiliate of the Trustee) to act on behalf of the Issuer in replacement Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee and an original to the successor Custodian under this Indenture(with a copy delivered to each Servicer), which provided that any such successor Custodian shall be satisfactory to meet the Control Party criteria set forth in its sole discretionthe following paragraph. In the event of any such removal, the Custodian shall promptly transfer to the successor custodianCustodian, as directed, all affected Contracts and related Contract FilesCustodial Files being administered under this Custodial Agreement. In the event of removal of any such appointments the Custodian for cause and the appointment of a successor custodian under this Indenture, the expenses of transferring the Contracts and related Contract Files to the successor custodian shall be at the expense of the Custodian. In the event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, as the case may be, and the appointment of a successor custodian under this Indenture, the Issuer Trustee shall be responsible for the fees and expenses of transferring the Contracts existing and related Contract successor Custodian, unless the Custodian shall be removed for cause, in which case the reasonable cost delivering the Custodial Files shall be the responsibility of the removed custodian. If the Trustee removes the Custodian without cause, the Trustee shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor custodianCustodian and for all applicable release fees of the Custodian. Notwithstanding Any successor Custodian shall at all times be a corporation or association organized and doing business under the foregoinglaws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $5,000,000, subject to supervision or examination by federal or state authority and with a credit rating which would not cause either of the Rating Agencies to reduce their respective then current Ratings of the Certificates (or having provided such security from time to time as is sufficient to avoid such reduction) as evidenced in writing by each Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Indenture Section 12 the combined capital and surplus of such corporation or association shall remain be deemed to be its combined capital and surplus as set forth in full force its most recent report of condition so published. In case at any time a successor Custodian shall cease to be eligible in accordance with the provisions of this Section 12, such successor Custodian shall resign immediately and effect with respect to any Contracts and related Contract Files for which this Indenture is not terminated hereunderbe replaced as specified in the previous paragraph. The entity serving as successor Custodian may petition have normal banking and trust relationships with the Depositor and its affiliates or a court Servicer and its affiliates; provided, however, that such entity cannot be an affiliate of competent jurisdiction to appoint the Seller, the Depositor or a successor hereunder if no successor is appointed within such 60-day notice periodServicer.

Removal of Custodian. With or without cause, with sixty (60) days’ notice, (a) The Administrative Agent, upon (i) at least thirty (30) days prior written notice to the occurrence of an Event of Default the Issuer may, with the prior written consent of the Control Party, or (b) following the occurrence of an Event of DefaultCustodian, the Control Party mayServicer and the Borrower, may remove and discharge the Custodian (or any successor custodian thereafter appointed), with cause and (ii) at least sixty (60) days prior written notice to the Custodian, the Servicer and the Borrower, may remove and discharge the Custodian (or any successor custodian thereafter appointed), without cause, from the performance of its duties obligations under this Indenture with respect to any Custodial Agreement; provided, that the Administrative Agent shall not remove or all discharge the Custodian without cause without the consent of the Contracts and related Contract Files by written notice from Borrower, which consent shall not be unreasonably withheld. Notwithstanding the Issuer foregoing, upon a merger, conversion, consolidation or other reorganization of the Control Party, Custodian as the case may be, to the Custodian, with a copy to the Trustee and the Servicer. Having given notice of such removaldescribed in Section 4(i) above, the Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shallAdministrative Agent, by written instrument and with the consent of the Control Party Borrower, may remove and discharge the Custodian upon fifteen (if 15) days prior written notice. Promptly after the giving of notice of removal came from of the Issuer)Custodian, promptly appoint the Administrative Agent shall appoint, by written instrument, a successor custodian to act on behalf custodian, which appointment shall require the consent of the Issuer in replacement Borrower, which consent shall not be unreasonably withheld. One original counterpart of such instrument of appointment shall be delivered to each of the Administrative Agent, the Servicer, the Borrower, the Custodian under this Indenture, which and the successor Custodian shall be satisfactory to the Control Party in its sole discretion. custodian. (b) In the event of any such removal, the Custodian shall promptly transfer to the successor custodian, as directeddirected in writing, all affected Contracts and related Contract Filesthe Loan Files being administered under this Custodial Agreement. In the event of removal The cost of the Custodian for cause and the appointment shipment of a successor custodian under this Indenture, the expenses of transferring the Contracts and related Contract Loan Files to the successor custodian shall be at the expense of the CustodianBorrower. In the event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, as the case may be, and the appointment of a successor custodian under this Indenture, the Issuer The Borrower shall be responsible for the fees and expenses of transferring the Contracts and related Contract Files to the successor custodian. Notwithstanding the foregoing, this Indenture shall remain in full force and effect with respect to any Contracts and related Contract Files for which this Indenture is not terminated hereunder. The Custodian may petition a court of competent jurisdiction to appoint a successor hereunder if no successor is appointed within such 60-day notice period.

Removal of Custodian. With or without cause, with sixty (60) days’ notice, (a) prior to the occurrence of an Event of Default the Issuer may, with the prior written consent of the Control Party, or (b) following the occurrence of an Event of Default, the Control Party may, remove and discharge the Custodian from the performance of its duties under this Indenture with respect to any or all of the Contracts and related Contract Files by written notice from the Issuer or the Control Party, as the case may be, to the Custodian, with a copy to the Trustee Trustee, the Note Insurer and the Servicer. Having given notice of such removal, the Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shall, by written instrument and with the consent of the Control Party (if the notice of removal came from the Issuer), promptly appoint a successor custodian to act on behalf of the Issuer in replacement of the Custodian under this Indenture, which successor Custodian shall be satisfactory to the Control Party in its sole discretion. In the event of any such removal, the Custodian shall promptly transfer to the successor custodian, as directed, all affected Contracts and related Contract Files. In the event of removal of the Custodian for cause and the appointment of a successor custodian under this Indenture, the expenses of transferring the Contracts and related Contract Files to the successor custodian shall be at the expense of the Custodian. In the event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, as the case may be, and the appointment of a successor custodian under this Indenture, the Issuer shall be responsible for the expenses of transferring the Contracts and related Contract Files to the successor custodian. Notwithstanding the foregoing, this Indenture shall remain in full force and effect with respect to any Contracts and related Contract Files for which this Indenture is not terminated hereunder. The Custodian may petition a court of competent jurisdiction to appoint a successor hereunder if no successor is appointed within such 60-day notice period.

Removal of Custodian. With The Trustee with or without cause, with sixty (60) may upon at least 60 days’ notice, (a) prior to the occurrence of an Event of Default the Issuer may, with the prior written consent of the Control Party, or (b) following the occurrence of an Event of Default, the Control Party may, ' notice remove and discharge the Custodian from the performance of its duties under this Indenture with respect to any or all of the Contracts and related Contract Files Custodial Agreement by written notice from the Issuer or the Control Party, as the case may be, Trustee to the Custodian, with a copy to the Trustee and the Servicer. Having given notice of such removal, the Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shall, by written instrument and with the consent of the Control Party (if the notice of removal came from the Issuer)Trustee, promptly shall appoint a successor custodian Custodian (which may be the Trustee or an affiliate of the Trustee) to act on behalf of the Issuer in replacement Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee and an original to the successor Custodian under this Indenture(with a copy delivered to the Master Servicer), which provided that any such successor Custodian shall be satisfactory to meet the Control Party criteria set forth in its sole discretionthe following paragraph. In the event of any such removal, the Custodian shall shall, upon the Trustee's prior surrender of all outstanding Trust Receipts and Certifications, and following payment of all amounts due and owing the Custodian hereunder, promptly transfer to the successor custodianCustodian, as directed, all affected Contracts and related Contract FilesCustodial Files being administered under this Custodial Agreement. In the event of removal of any such appointments the Custodian for cause and the appointment of a successor custodian under this Indenture, the expenses of transferring the Contracts and related Contract Files to the successor custodian shall be at the expense of the Custodian. In the event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, as the case may be, and the appointment of a successor custodian under this Indenture, the Issuer Trustee shall be responsible for the fees and expenses of transferring the Contracts existing and related Contract successor Custodian. If the Trustee removes the Custodian without cause, the Trustee shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor custodianCustodian and for all applicable release fees of the Custodian. Notwithstanding If the foregoingTrustee removes the Custodian because of any breach by the Custodian of any duty or obligation hereunder, the Custodian shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor Custodian. Any successor Custodian shall at all times be a corporation or association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $5,000,000, subject to supervision or examination by federal or state authority and with a credit rating which would not cause either of the Rating Agencies to reduce their respective then current Ratings of the Certificates (or having provided such security from time to time as is sufficient to avoid such reduction) as evidenced in writing by each Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Indenture Section 12 the combined capital and surplus of such corporation or association shall remain be deemed to be its combined capital and surplus as set forth in full force its most recent report of condition so published. In case at any time a successor Custodian shall cease to be eligible in accordance with the provisions of this Section 12, such successor Custodian shall resign immediately and effect with respect to any Contracts and related Contract Files for which this Indenture is not terminated hereunderbe replaced as specified in the previous paragraph. The entity serving as successor Custodian may petition have normal banking and trust relationships with the Depositor and its affiliates or a court Servicer and its affiliates; provided, however, that such entity cannot be an affiliate of competent jurisdiction to appoint a successor hereunder if no successor is appointed within such 60-day notice periodthe Seller, the Depositor or the Master Servicer.

Removal of Custodian. With or without The Trustee with cause, with sixty (60) may upon at least 60 days’ notice, (a) prior to the occurrence of an Event of Default the Issuer may, with the prior written consent of the Control Party, or (b) following the occurrence of an Event of Default, the Control Party may, notice remove and discharge the Custodian from the performance of its duties under this Indenture with respect to any or all of the Contracts and related Contract Files Custodial Agreement by written notice from the Issuer or the Control Party, as the case may be, Trustee to the Custodian, with a copy to the Trustee and the Servicer. Having given notice of such removal, the Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shall, by written instrument and with the consent of the Control Party (if the notice of removal came from the Issuer), Trustee promptly shall appoint a successor custodian Custodian (which may be the Trustee or an affiliate of the Trustee) hereunder to act on behalf of the Issuer in replacement Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee and an original to the successor Custodian under this Indenture(with a copy to each Servicer), which provided that any such successor Custodian shall be satisfactory to meet the Control Party criteria set forth in its sole discretionthe following paragraph. In the event of any such removal, the Custodian shall promptly transfer to the successor custodianCustodian, as directed, all affected Contracts and related Contract FilesCustodial Files being administered under this Custodial Agreement. In the event of removal any such appointments the Master Servicer shall be responsible for the fees and expenses of the existing and successor Custodian. If the Trustee removes the Custodian for cause and the appointment of a successor custodian under this Indenturecause, the Custodian shall be responsible for all expenses incurred in the transmission of transferring the Contracts and related Contract Custodial Files to the successor custodian Custodian, the Custodian shall not charge any release fees that would otherwise be applicable and the Seller shall be responsible for any recertification fees of the successor Custodian. In the event that no successor Custodian is appointed within thirty (30) days after written notice of Custodian’s removal is received by the Trustee, the Master Servicer, the Depositor, and the Servicers, the Custodian may petition, at the expense of the Custodian. In the event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control PartyTrust, as the case may be, and the appointment of a successor custodian under this Indenture, the Issuer shall be responsible for the expenses of transferring the Contracts and related Contract Files to the successor custodian. Notwithstanding the foregoing, this Indenture shall remain in full force and effect with respect to any Contracts and related Contract Files for which this Indenture is not terminated hereunder. The Custodian may petition a court of competent jurisdiction to appoint a successor hereunder if no Custodian or deliver, at its own expense, the Custodial Files to the Trustee. Any successor Custodian shall at all times be a corporation or association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $5,000,000, subject to supervision or examination by federal or state authority and with a credit rating which would not cause either of S&P or DBRS to reduce their respective then current ratings of the Certificates (or having provided such security from time to time as is appointed within sufficient to avoid such 60-day notice periodreduction) as evidenced in writing by each of S&P and DBRS. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 12 the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time a successor Custodian shall cease to be eligible in accordance with the provisions of this Section 12, such successor Custodian shall resign immediately and be replaced as specified in the previous paragraph. The entity serving as successor Custodian may have normal banking and trust relationships with the Depositor and its affiliates or each Servicer and its affiliates; provided, however, that such entity cannot be an affiliate of the Seller, the Depositor or the Servicers.

Removal of Custodian. With The Trustee with or without cause, with sixty (60) may upon at least 60 days’ notice, (a) prior to the occurrence of an Event of Default the Issuer may, with the prior written consent of the Control Party, or (b) following the occurrence of an Event of Default, the Control Party may, notice remove and discharge the Custodian from the performance of its duties under this Indenture with respect to any or all of the Contracts and related Contract Files Custodial Agreement by written notice from the Issuer or the Control Party, as the case may be, Trustee to the Custodian, with a copy to the Trustee and the Servicer. Having given notice of such removal, the Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shall, by written instrument and with the consent of the Control Party (if the notice of removal came from the Issuer)Trustee, promptly shall appoint a successor custodian Custodian (which may be the Trustee or an affiliate of the Trustee) to act on behalf of the Issuer in replacement Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee and an original to the successor Custodian under this Indenture(with a copy delivered to each Servicer), which provided that any such successor Custodian shall be satisfactory to meet the Control Party criteria set forth in its sole discretionthe following paragraph. In the event of any such removal, the Custodian shall promptly transfer to the successor custodianCustodian, as directed, all affected Contracts and related Contract FilesCustodial Files being administered under this Custodial Agreement. In the event of removal of any such appointments the Custodian for cause and the appointment of a successor custodian under this Indenture, the expenses of transferring the Contracts and related Contract Files to the successor custodian shall be at the expense of the Custodian. In the event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, as the case may be, and the appointment of a successor custodian under this Indenture, the Issuer Trustee shall be responsible for the fees and expenses of transferring the Contracts existing and related Contract successor Custodian, unless the Custodian shall be removed for cause, in which case such fees and expenses shall be the responsibility of the removed custodian. If the Trustee removes the Custodian without cause, the Trustee shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor custodianCustodian and for all applicable release fees of the Custodian. Notwithstanding Any successor Custodian shall at all times be a corporation or association organized and doing business under the foregoinglaws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $5,000,000, subject to supervision or examination by federal or state authority and with a credit rating which would not cause either of the Rating Agencies to reduce their respective then current Ratings of the Certificates (or having provided such security from time to time as is sufficient to avoid such reduction) as evidenced in writing by each Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Indenture Section 12 the combined capital and surplus of such corporation or association shall remain be deemed to be its combined capital and surplus as set forth in full force its most recent report of condition so published. In case at any time a successor Cxxxxxxxx shall cease to be eligible in accordance with the provisions of this Section 12, such successor Cxxxxxxxx shall resign immediately and effect with respect to any Contracts and related Contract Files for which this Indenture is not terminated hereunderbe replaced as specified in the previous paragraph. The entity serving as successor Custodian may petition have normal banking and trust relationships with the Depositor and its affiliates or a court Servicer and its affiliates; provided, however, that such entity cannot be an affiliate of competent jurisdiction to appoint the Seller, the Depositor or a successor hereunder if no successor is appointed within such 60-day notice periodServicer.

Removal of Custodian. With The Trustee with or without cause, with sixty (60) may upon at least 60 days’ notice, (a) prior to the occurrence of an Event of Default the Issuer may, with the prior written consent of the Control Party, or (b) following the occurrence of an Event of Default, the Control Party may, notice remove and discharge the Custodian from the performance of its duties under this Indenture with respect to any or all of the Contracts and related Contract Files Custodial Agreement by written notice from the Issuer or the Control Party, as the case may be, Trustee to the Custodian, with a copy to the Trustee and the Servicer. Having given notice of such removal, the Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shall, by written instrument and with the consent of the Control Party (if the notice of removal came from the Issuer)Trustee, promptly shall appoint a successor custodian Custodian (which may be the Trustee or an affiliate of the Trustee) to act on behalf of the Issuer in replacement Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee and an original to the successor Custodian under this Indenture(with a copy delivered to each Servicer), which provided that any such successor Custodian shall be satisfactory to meet the Control Party criteria set forth in its sole discretionthe following paragraph. In the event of any such removal, the Custodian shall promptly transfer to the successor custodianCustodian, as directed, all affected Contracts and related Contract FilesCustodial Files being administered under this Custodial Agreement. In the event of removal of any such appointments the Custodian for cause and the appointment of a successor custodian under this Indenture, the expenses of transferring the Contracts and related Contract Files to the successor custodian shall be at the expense of the Custodian. In the event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, as the case may be, and the appointment of a successor custodian under this Indenture, the Issuer Trustee shall be responsible for the fees and expenses of transferring the Contracts existing and related Contract successor Custodian, unless the Custodian shall be removed for cause, in which case the reasonable cost delivering the Custodial Files shall be the responsibility of the removed custodian. If the Trustee removes the Custodian without cause, the Trustee shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor custodianCustodian and for all applicable release fees of the Custodian. Notwithstanding Any successor Custodian shall at all times be a corporation or association organized and doing business under the foregoinglaws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $5,000,000, subject to supervision or examination by federal or state authority and with a credit rating which would not cause either of the Rating Agencies to reduce their respective then current Ratings of the Certificates (or having provided such security from time to time as is sufficient to avoid such reduction) as evidenced in writing by each Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Indenture Section 12 the combined capital and surplus of such corporation or association shall remain be deemed to be its combined capital and surplus as set forth in full force its most recent report of condition so published. In case at any time a successor Cxxxxxxxx shall cease to be eligible in accordance with the provisions of this Section 12, such successor Cxxxxxxxx shall resign immediately and effect with respect to any Contracts and related Contract Files for which this Indenture is not terminated hereunderbe replaced as specified in the previous paragraph. The entity serving as successor Custodian may petition have normal banking and trust relationships with the Depositor and its affiliates or a court Servicer and its affiliates; provided, however, that such entity cannot be an affiliate of competent jurisdiction to appoint the Seller, the Depositor or a successor hereunder if no successor is appointed within such 60-day notice periodServicer.

Removal of Custodian. With The Trustee with or without cause, with sixty (60) may upon at least 60 days’ notice, (a) prior to the occurrence of an Event of Default the Issuer may, with the prior written consent of the Control Party, or (b) following the occurrence of an Event of Default, the Control Party may, notice remove and discharge the Custodian from the performance of its duties under this Indenture with respect to any or all of the Contracts and related Contract Files Custodial Agreement by written notice from the Issuer or the Control Party, as the case may be, Trustee to the Custodian, with a copy to the Trustee and the Servicer. Having given notice of such removal, the Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shall, by written instrument and with the consent of the Control Party (if the notice of removal came from the Issuer)Trustee, promptly shall appoint a successor custodian Custodian (which may be the Trustee or an affiliate of the Trustee) to act on behalf of the Issuer in replacement Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee and an original to the successor Custodian under this Indenture(with a copy delivered to each Servicer), which provided that any such successor Custodian shall be satisfactory to meet the Control Party criteria set forth in its sole discretionthe following paragraph. In the event of any such removal, the Custodian shall promptly transfer to the successor custodianCustodian, as directed, all affected Contracts and related Contract FilesCustodial Files being administered under this Custodial Agreement. In the event of removal of any such appointments the Custodian for cause and the appointment of a successor custodian under this Indenture, the expenses of transferring the Contracts and related Contract Files to the successor custodian shall be at the expense of the Custodian. In the event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, as the case may be, and the appointment of a successor custodian under this Indenture, the Issuer Trustee shall be responsible for the fees and expenses of transferring the Contracts existing and related Contract successor Custodian, unless the Custodian shall be removed for cause, in which case such fees and expenses shall be the responsibility of the removed custodian. If the Trustee removes the Custodian without cause, the Trustee shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor custodianCustodian and for all applicable release fees of the Custodian. Notwithstanding Any successor Custodian shall at all times be a corporation or association organized and doing business under the foregoinglaws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $5,000,000, subject to supervision or examination by federal or state authority and with a credit rating which would not cause either of the Rating Agencies to reduce their respective then current Ratings of the Certificates (or having provided such security from time to time as is sufficient to avoid such reduction) as evidenced in writing by each Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Indenture Section 12 the combined capital and surplus of such corporation or association shall remain be deemed to be its combined capital and surplus as set forth in full force its most recent report of condition so published. In case at any time a successor Custodian shall cease to be eligible in accordance with the provisions of this Section 12, such successor Custodian shall resign immediately and effect with respect to any Contracts and related Contract Files for which this Indenture is not terminated hereunderbe replaced as specified in the previous paragraph. The entity serving as successor Custodian may petition have normal banking and trust relationships with the Depositor and its affiliates or a court Servicer and its affiliates; provided, however, that such entity cannot be an affiliate of competent jurisdiction to appoint the Seller, the Depositor, the Master Servicer or a successor hereunder if no successor is appointed within such 60-day notice periodServicer.

Removal of Custodian. With or without cause, with sixty (60) days’ notice, (a) prior to the occurrence of an Event of Default the Issuer may, with the prior written consent of the Control Party, or (b) following the occurrence of an Event of Default, the Control Party may, Lender may remove and discharge the Custodian from the performance of its duties under this Indenture Custodial Agreement with respect to any some or all of the Contracts and related Contract Files Mortgage-Backed Securities by written notice from the Issuer or the Control Party, as the case may be, Lender to the Custodian, Custodian with a copy to Borrower. In the Trustee and event that Lender removes Custodian from the Servicer. Having given notice performance of such removal, the Issuer (prior its duties under this Custodial Agreement with respect to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shall, by written instrument and with the consent all of the Control Party (if the notice of removal came from the Issuer)Mortgage Loans, promptly Lender may, in its sole discretion, either appoint a successor custodian Custodian to act on behalf of the Issuer in replacement of the Custodian under Lender by written instrument, or terminate this Indenture, which successor Custodian shall be satisfactory to the Control Party in its sole discretionCustodial Agreement. In the event of any such removalnew appointment, the Custodian shall promptly transfer to the successor custodianCustodian, as directed, all affected Contracts and related Contract Filesthe Mortgage-Backed Securities being administered under this Custodial Agreement at the expense of Borrower. In the event of removal any such resignation or termination of this Custodial Agreement, Custodian shall follow the reasonable instructions of Lender (with the approval of Borrower which shall not be unreasonably withheld) for the disposition of the Custodian for cause and the appointment of a successor custodian under this Indenture, the expenses of transferring the Contracts and related Contract Files to the successor custodian shall be at the expense of the Custodian. In the event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, as the case may be, and the appointment of a successor custodian under this Indenture, the Issuer shall be responsible for the expenses of transferring the Contracts and related Contract Files to the successor custodianMortgage-Backed Securities. Notwithstanding the foregoing, in the event that Lender terminates this Indenture Custodial Agreement with respect to some, but not all, of the Mortgage-Backed Securities, this Custodial Agreement shall remain in full force and effect with respect to any Contracts and related Contract Files Mortgage-Backed Securities for which this Indenture Custodial Agreement is not terminated hereunder. The In addition, Lender and Custodian may petition may, at the sole option of Lender, enter into a court separate custodial agreement which shall be mutually acceptable to the parties with respect to any or all of competent jurisdiction the Mortgage-Backed Securities with respect to appoint a successor hereunder if no successor which this Custodial Agreement is appointed within such 60-day notice periodterminated.

Removal of Custodian. With or without cause, with sixty (60) days’ notice, (a) prior to the occurrence of an Event of Default the Issuer may, with the prior written consent of the Control Party, or (b) following the occurrence of an Event of Default, the Control Party may, remove and discharge the Custodian from the performance of its duties under this Indenture with respect to any or all of the Contracts and related Contract Files by written notice from the Issuer or the Control Party, as the case may be, to the Custodian, with a copy to the Trustee and the Servicer. Having given notice of such removal, the Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shall, by written instrument and with the consent of the Control Party (if the notice of removal came from the Issuer), promptly appoint a successor custodian to act on behalf of the Issuer in replacement of the Custodian under this Indenture, which successor Custodian shall be satisfactory to the Control Party in its sole discretion. In the event of any such removal, the Custodian shall promptly transfer Transfer to the successor custodian, as directed, all affected Contracts and related Contract Files. In the event of removal of the Custodian for cause and the appointment of a successor custodian under this Indenture, the expenses of transferring Transferring the Contracts and related Contract Files to the successor custodian shall be at the expense of the Custodian. In the event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, as the case may be, and the appointment of a successor custodian under this Indenture, the Issuer shall be responsible for the expenses of transferring Transferring the Contracts and related Contract Files to the successor custodian. Notwithstanding the foregoing, this Indenture shall remain in full force and effect with respect to any Contracts and related Contract Files for which this Indenture is not terminated hereunder. The Custodian may petition a court of competent jurisdiction to appoint a successor hereunder if no successor is appointed within such 60-day 60‑day notice period.

Removal of Custodian. With The Trustee, with or without cause, with sixty (60) may, and upon direction of the Majority Certificateholders, shall, upon at least 60 days’ notice, (a) prior to the occurrence of an Event of Default the Issuer may, with the prior written consent of the Control Party, or (b) following the occurrence of an Event of Default, the Control Party may, notice remove and discharge the Custodian from the performance of its duties under this Indenture with respect to any or all of the Contracts and related Contract Files Agreement by written notice from the Issuer or the Control Party, as the case may be, Trustee to the Custodian, with a copy to the Trustee and the ServicerDepositor. Having given notice of such removal, the Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shall, by written instrument and with the consent of the Control Party (if the notice of removal came from the Issuer), Trustee promptly shall appoint a successor custodian Custodian to act on behalf of the Issuer in replacement Trustee by written instrument, one original counterpart of the Custodian under this Indenture, which successor Custodian instrument shall be satisfactory retained by the Trustee, with a copy to the Control Party in its sole discretionDepositor and an original to the successor Custodian. In the event of any such removal, the Custodian shall shall, at the expense of the Trust Fund upon the Trustee’s surrender of all final certifications in the form annexed hereto as Exhibit G-3 and trust receipts annexed hereto in the form of Exhibit F, promptly transfer to the successor custodianCustodian, as directeddirected in writing by the Trustee, all affected Contracts Mortgage Files being administered under this Agreement. If the endorsements on the Mortgage Notes and related Contract FilesAssignments of Mortgages have been completed in the name of the Custodian, the Custodian shall, at the Trustee’s direction and at the expense of the Trust Fund, execute such endorsements on the Mortgage Notes and Assignments of Mortgages as are necessary to transfer legal title thereto to the successor Custodian, the Trustee or in blank; provided, however, if the Custodian executed such endorsements on the Mortgage Notes and Assignments of Mortgages without the prior written consent of the Trustee, the Custodian shall execute such endorsements on the Mortgage Notes and Assignments of Mortgages at its own expense. In the event of removal any such appointment the fees and expenses of the existing and successor Custodian for cause and the appointment of a successor custodian under this Indenture, the expenses of transferring the Contracts and related Contract Files to the successor custodian shall be at payable from the expense of the CustodianTrust Fund. In the event of removal of that no successor Custodian shall have been appointed within such sixty (60) day notice period, the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, as the case may be, and the appointment of a successor custodian under this Indenture, the Issuer shall be responsible for the expenses of transferring the Contracts and related Contract Files to the successor custodian. Notwithstanding the foregoing, this Indenture shall remain in full force and effect with respect to any Contracts and related Contract Files for which this Indenture is not terminated hereunder. The Custodian may petition a any court of competent jurisdiction to appoint a successor hereunder if no successor is appointed within such 60-day notice periodcustodian.

Removal of Custodian. With or without cause, The Lender may with sixty thirty (6030) days’ notice, (a) prior advance written notice to the occurrence of an Event of Default the Issuer may, with the prior written consent of the Control Party, or (b) following the occurrence of an Event of Default, the Control Party may, Custodian remove and discharge the Custodian from the performance of its duties under this Indenture Agreement with respect to any or all of the Contracts and related Contract Files by written notice from the Issuer or the Control Party, as the case may be, to the Custodian, with a copy to the Trustee and the ServicerMortgage Loans. Having given notice of such removal, the Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) Lender promptly shall, by written instrument and with notice to the consent of the Control Party Custodian: (if the notice of removal came from the Issuer), promptly i) appoint a successor custodian to act on behalf of the Issuer in replacement of replace the Custodian under this IndentureAgreement, which successor Custodian shall be satisfactory (ii) designate a document custodian to receive the Mortgage Asset Files with respect to the Control Party in its sole discretionMortgage Loans removed from this Agreement or (iii) take delivery of the Mortgage Asset Files. In the event of any such removal, the Custodian shall promptly transfer to the successor custodiancustodian or to the Lender, as directeddirected in writing by a Designated Officer of the Lender, all affected Contracts and related Contract Mortgage Asset Files. In If Custodian is to deliver the event Mortgage Asset Files to the Lender, Custodian shall deliver such files to the address set forth in Section 17 hereto unless otherwise instructed by a Designated Officer of removal of the Custodian Lender The Lender shall be responsible for cause and the appointment of a successor custodian under this Indenture, the all expenses of transferring the Contracts and related Contract Mortgage Asset Files to the successor custodian shall be at or the expense delivery of the Custodian. In the event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, as the case may be, and the appointment of a successor custodian under this Indenture, the Issuer shall be responsible for the expenses of transferring the Contracts and related Contract Mortgage Asset Files to the Lender, as applicable. In all cases, the Custodian will have no obligation with respect to the fees or expenses of any successor custodian. If no successor is so appointed and approved by the end of such thirty (30) day period, the Custodian shall deliver all Mortgage Asset Files to the Lender at the sole cost and expense of Lender and shall incur no liability for such delivery. Notwithstanding the foregoing, this Indenture Agreement shall remain in full force and effect with respect to any Contracts and related Contract Files Mortgage Loans for which this Indenture Agreement is not terminated hereunder. The Custodian may petition a court With respect to any Electronic Mortgage Loan Documents upon the appointment of competent jurisdiction to appoint a successor hereunder if no successor is appointed within such 60-day notice periodcustodian, the Custodian will remove from its possession and shall delete all Electronic Mortgage Loan Documents held in its possession pursuant to this Agreement and in accordance with the Custodian’s customary retention and purging policies and procedures of electronic files and data.

Removal of Custodian. With or without The Trustee, with cause, with sixty (60) may upon at least 60 days’ notice, (a) prior to the occurrence of an Event of Default the Issuer may, with the prior written consent of the Control Party, or (b) following the occurrence of an Event of Default, the Control Party may, notice remove and discharge the Custodian from the performance of its duties under this Indenture with respect to any or all of the Contracts and related Contract Files Custodial Agreement by written notice from the Issuer or the Control Party, as the case may be, Trustee to the Custodian, with a copy to the Trustee and the Servicer. Having given notice of such removal, the Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shall, by written instrument and with the consent of the Control Party (if the notice of removal came from the Issuer), Trustee promptly shall appoint a successor custodian (which may be the Trustee or an affiliate of the Trustee) hereunder to act on behalf of the Issuer in replacement Trustee by written instrument, one original counterpart of the Custodian under this Indenture, which successor Custodian instrument shall be satisfactory delivered to the Control Party Trustee and an original to the successor custodian (with a copy to the Master Servicer and each Servicer), provided that any such successor custodian shall meet the criteria set forth in its sole discretionthe following paragraph. In the event of any such removal, the Custodian shall promptly transfer to the successor custodian, as directed, all affected Contracts and related Contract FilesCustodial Files being administered under this Custodial Agreement. In the event of removal of the Custodian for cause and the appointment of a successor custodian under this Indentureany such appointment, the expenses of transferring the Contracts and related Contract Files to the successor custodian shall be at the expense of the Custodian. In the event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, as the case may be, and the appointment of a successor custodian under this Indenture, the Issuer Master Servicer shall be responsible for the fees and expenses of transferring the Contracts existing and related Contract successor custodian. If the Trustee removes the Custodian for cause, the Custodian shall be responsible for all expenses incurred in the transmission of the Custodial Files to the successor custodian, the Custodian shall not charge any release fees that would otherwise be applicable and FOAC shall be responsible for any recertification fees of the successor custodian. Notwithstanding In the foregoingevent that no successor custodian is appointed within thirty (30) days after written notice of Custodian’s removal is received by the Trustee, this Indenture shall remain in full force the Master Servicer, the Depositor, and effect with respect to any Contracts and related Contract Files for which this Indenture is not terminated hereunder. The the Servicers, the Custodian may petition petition, at the Expense of the Trust, a court of competent jurisdiction to appoint a successor custodian or deliver, at its own expense, the Custodial Files to the Trustee. No termination of the Custodian shall be effective hereunder if no until the Trustee or a successor custodian satisfying the eligibility criteria hereunder acceptable to the Trustee and the Depositor has assumed the duties of Custodian under this Custodial Agreement. For purposes of this paragraph, “for cause” shall mean any material breach by the Custodian of its obligations hereunder. Any successor custodian shall at all times be a corporation or association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $5,000,000, subject to supervision or examination by federal or state authority and with a credit rating which would not cause any Rating Agency to reduce their respective then current ratings of the Certificates (or having provided such security from time to time as is appointed within sufficient to avoid such 60-day notice periodreduction) as evidenced in writing by each of Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 12 the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time a successor custodian shall cease to be eligible in accordance with the provisions of this Section 12, such successor custodian shall resign immediately and be replaced as specified in Section 22. The entity serving as successor custodian may have normal banking and trust relationships with the Depositor and its affiliates or each Servicer and its affiliates; provided, however, that the successor custodian cannot be an affiliate of FOAC, the Depositor or the Servicers.

Removal of Custodian. With The Trustee with or without cause, with sixty (60) may upon at least 60 days’ notice, (a) prior to the occurrence of an Event of Default the Issuer may, with the prior written consent of the Control Party, or (b) following the occurrence of an Event of Default, the Control Party may, notice remove and discharge the Custodian from the performance of its duties under this Indenture with respect to any or all of the Contracts and related Contract Files Custodial Agreement by written notice from the Issuer or the Control Party, as the case may be, Trustee to the Custodian, with a copy to the Trustee and the Servicer. Having given notice of such removal, the Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shall, by written instrument and with the consent of the Control Party (if the notice of removal came from the Issuer)Trustee, promptly shall appoint a successor custodian Custodian (which may be the Trustee or an affiliate of the Trustee) to act on behalf of the Issuer in replacement Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee and an original to the successor Custodian under this Indenture(with a copy delivered to the Servicer), which provided that any such successor Custodian shall be satisfactory to meet the Control Party criteria set forth in its sole discretionthe following paragraph. In the event of any such removal, the Custodian shall promptly transfer to the successor custodianCustodian, as directed, all affected Contracts and related Contract FilesCustodial Files being administered under this Custodial Agreement. In the event of removal of any such appointments the Custodian for cause and the appointment of a successor custodian under this Indenture, the expenses of transferring the Contracts and related Contract Files to the successor custodian shall be at the expense of the Custodian. In the event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, as the case may be, and the appointment of a successor custodian under this Indenture, the Issuer Trustee shall be responsible for the fees and expenses of transferring the Contracts existing and related Contract successor Custodian, unless the Custodian shall be removed for cause, in which case such fees and expenses shall be the responsibility of the removed custodian. If the Trustee removes the Custodian without cause, the Trustee shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor custodianCustodian and for all applicable release fees of the Custodian. Notwithstanding Any successor Custodian shall at all times be a corporation or association organized and doing business under the foregoinglaws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $5,000,000, subject to supervision or examination by federal or state authority and with a credit rating which would not cause either of the Rating Agencies to reduce their respective then current Ratings of the Certificates (or having provided such security from time to time as is sufficient to avoid such reduction) as evidenced in writing by each Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Indenture Section 12 the combined capital and surplus of such corporation or association shall remain be deemed to be its combined capital and surplus as set forth in full force its most recent report of condition so published. In case at any time a successor Custodian shall cease to be eligible in accordance with the provisions of this Section 12, such successor Custodian shall resign immediately and effect with respect to any Contracts and related Contract Files for which this Indenture is not terminated hereunderbe replaced as specified in the previous paragraph. The entity serving as successor Custodian may petition a court have normal banking and trust relationships with the Depositor and its affiliates or the Servicer and its affiliates; provided, however, that such entity cannot be an affiliate of competent jurisdiction to appoint a successor hereunder if no successor is appointed within such 60-day notice periodthe Seller, the Depositor or the Servicer.

Removal of Custodian. With Indenture Trustee, with or without cause, with shall (at the direction of the Deal Agent) and upon at least sixty (60) days’ notice, (a) prior to the occurrence of an Event of Default the Issuer may, with the prior written consent of the Control Party, or notice to Custodian (b) following the occurrence of an Event of Default, the Control Party maywith a copy to Issuer and Deal Agent), remove and discharge the Custodian from the performance of its duties under this Indenture with respect to any or all of the Contracts and related Contract Files by written notice from the Issuer or the Control Party, as the case may be, to the Custodian, with a copy to the Trustee and the ServicerCustodial Agreement. Having given such notice of such removal, the Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shall, by written instrument and with the consent of the Control Party (if the notice of removal came from the Issuer), Indenture Trustee promptly shall appoint a successor custodian to act on behalf of the 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 in replacement of the Custodian under this Indentureand Deal Agent, which successor Custodian such instrument shall be satisfactory 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 Control Party in its sole discretionappointment of a successor custodian pursuant to this Section XI, which consent shall not be unreasonably withheld. In the event of any such removal, the Custodian shall promptly transfer to the successor custodian, as directeddirected by Indenture Trustee, and at the expense of Issuer, all affected Contracts of the Deliverables, any Deliverable Package, any Collateral File and related Contract Filesthe collateral contained therein and Possessory Collateral then in, or in the case of Subsequent Deliverables thereafter coming into, Custodian’s actual possession. In the event of removal of the any such removal, Issuer shall promptly pay Custodian for cause its outstanding fees and the appointment of a successor custodian under expenses, if any, incurred in connection with this Indenture, the expenses of transferring the Contracts and related Contract Files to the successor custodian shall be at the expense of the CustodianCustodial Agreement. In the event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, as the case may be, and the any appointment of a successor custodian under this Indenturecustodian, the Issuer shall be responsible for the fees and expenses of transferring the Contracts Custodian and related Contract Files to the successor custodian. Notwithstanding the foregoing, this Indenture shall remain in full force and effect with respect to any Contracts and related Contract Files for which this Indenture is not terminated hereunder. The Custodian may petition a court of competent jurisdiction to appoint a successor hereunder if no successor is appointed within such 60-day notice period.

Removal of Custodian. With The Trustee, with or without cause, with sixty (60) may upon at least 60 days’ notice, (a) prior to the occurrence of an Event of Default the Issuer may, with the prior written consent of the Control Party, or (b) following the occurrence of an Event of Default, the Control Party may, notice remove and discharge the Custodian from the performance of its duties under this Indenture with respect to any or all of the Contracts and related Contract Files Custodial Agreement by written notice from the Issuer or the Control Party, as the case may be, Trustee to the Custodian, with a copy to the Trustee and the Servicer. Having given notice of such removal, the Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shall, by written instrument and with the consent of the Control Party (if the notice of removal came from the Issuer), Trustee promptly shall appoint a successor custodian Custodian (which may be the Trustee or an affiliate of the Trustee) to act on behalf of the Issuer in replacement Trustee by written instrument, one original counterpart of the Custodian under this Indenture, which successor Custodian instrument shall be satisfactory delivered to the Control Party in its sole discretionTrustee and an original to the successor Custodian. In the event of any such removal, the Custodian shall promptly transfer to the successor custodianCustodian, as directed, all affected Contracts Custodial Files being administered under this Custodial Agreement. If the Custodian is removed for cause, the fees and related Contract Files. In the event of removal expenses of the existing and successor Custodian for cause and (including, without limitation, any recertification fees) shall be the appointment responsibility of a successor custodian under this Indenturethe removed Custodian. If the Trustee removes the Custodian without cause, the Trustee shall be responsible for payment of all fees and expenses of transferring the Contracts and related Contract existing Custodian, including all expenses incurred in the transmission of the Custodial Files to the successor custodian Custodian and for all applicable release fees of the Custodian; provided, however, that if the Trustee removes the Custodian without cause and upon the written direction of RWT, RWT shall be at responsible for payment of all expenses incurred in the expense transmission of the Custodial Files to the successor Custodian and for all applicable release fees of the Custodian. In If the event of removal of Trustee removes the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, as the case may be, and the appointment of a successor custodian under this Indenturecause, the Issuer Trust Administrator shall be responsible for the fees and expenses of transferring the Contracts and related Contract Files to the successor custodian. Notwithstanding Custodian, provided that the foregoing, this Indenture shall remain in full force and effect with respect schedule of fees of the successor Custodian is substantially similar to any Contracts and related Contract Files for which this Indenture is not terminated hereunder. The Custodian may petition a court that of competent jurisdiction to appoint a successor hereunder if no successor is appointed within such 60-day notice periodthe existing Custodian.

Removal of Custodian. With The Purchaser, with or without cause, with sixty may (60i) require the Custodian to complete the endorsements on the Mortgage Notes and to complete the Assignments of Mortgage, and/or (ii) upon at least 30 days’ notice, (a) prior to the occurrence of an Event of Default the Issuer may, with the prior written consent of the Control Party, or (b) following the occurrence of an Event of Default, the Control Party may, ' notice remove and discharge the Custodian from the performance of its duties under this Indenture with respect to any or all of the Contracts and related Contract Files Agreement by written notice from the Issuer or the Control Party, as the case may be, Purchaser to the Custodian, with a copy to the Trustee Company and the Servicer. Having given notice of such removal, the Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shall, by written instrument and with the consent of the Control Party (if the notice of removal came from the Issuer), Purchaser promptly shall appoint a successor custodian Custodian to act on behalf of the Issuer in replacement Purchaser by written instrument, one original counterpart of the Custodian under this Indenture, which successor Custodian instrument shall be satisfactory delivered to the Control Party in its sole discretionPurchaser, with a copy to the Company and the Servicer and an original to the successor Custodian. In the event of any such removal, the Purchaser shall deliver all Trust Receipts and Final Certifications to the Custodian which were not previously delivered to the Custodian, and the Custodian shall promptly transfer to the successor custodianCustodian, as directeddirected by the Purchaser, all affected Contracts and related Contract Files. In the event of removal of the Custodian for cause Custodial Files being administered under this Agreement, and the appointment of a successor custodian under this IndenturePurchaser shall prepare or cause to be prepared, the expenses of transferring the Contracts and related Contract Files to the successor custodian shall be at the expense of the CustodianPurchaser, the necessary assignment documents and the Custodian shall complete and execute such assignments and endorse the Mortgage Notes to the successor Custodian if the endorsements on the Mortgage Notes and the Assignments of Mortgages have been completed in the name of the Custodian as directed by the Purchaser. In the event of removal of that the Purchaser terminates the Custodian without cause by cause, then the Issuer (prior to Purchaser shall bear the occurrence out-of-pocket costs incurred as a result of an Event the transfer and delivery of Default) or the Control Party, as the case may be, and the appointment of a successor custodian under this Indenture, the Issuer shall be responsible for the expenses of transferring the Contracts and related Contract Custodial Files to the a successor custodian. Notwithstanding In all other instances, the foregoing, this Indenture Company shall remain in full force and effect with respect to any Contracts and related Contract Files for which this Indenture is not terminated hereunder. The Custodian may petition a court of competent jurisdiction to appoint a successor hereunder if no successor is appointed within bear such 60-day notice periodcosts.

Removal of Custodian. With The Purchaser, with or without cause, with sixty may (60i) require the Custodian to complete the endorsements on the Mortgage Notes and to complete the Assignments of Mortgage, and/or (ii) upon at least thirty (30) days’ notice, (a) prior to the occurrence of an Event of Default the Issuer may, with the prior written consent of the Control Party, or (b) following the occurrence of an Event of Default, the Control Party may, ' notice remove and discharge the Custodian from the performance of its duties under this Indenture with respect to any or all of the Contracts and related Contract Files Agreement by written notice from the Issuer or the Control Party, as the case may be, Purchaser to the Custodian, with a copy to the Trustee and the ServicerCompany. Having given notice of such removal, the Issuer Purchaser promptly (prior to the occurrence of an Event of Defaultand in any event within thirty (30) or the Control Party (following the occurrence of an Event of Default) shall, by written instrument and with the consent of the Control Party (if the days after notice of removal came from the Issuer), promptly is given) shall appoint a successor custodian Custodian to act on behalf of the Issuer in replacement Purchaser by written instrument, one (1) original counterpart of the Custodian under this Indenture, which successor Custodian instrument shall be satisfactory delivered to the Control Party in its sole discretionPurchaser, with a copy to the Company and an original to the successor Custodian. In the event of any such removal, the Custodian shall promptly transfer to the successor custodianCustodian, as directed, all affected Contracts Custodial Files being administered under this Agreement, and related Contract Files. In shall assign the event Mortgages and endorse the Mortgage Notes as directed by the Purchaser if the endorsement on the Mortgage Notes and the Assignments of Mortgages have been completed in the name of the Custodian; provided, that if no successor custodian shall have been appointed within thirty (30) days after notice of removal has been given, the Custodian shall deliver all of the Custodian for cause and the appointment of a successor custodian under this Indenture, the expenses of transferring the Contracts and related Contract Custodial Files to the successor custodian Purchaser upon the expiration of such thirty (30) day period, and shall be at assign the expense Mortgages and endorse the Mortgage Notes to the Purchaser if the endorsements on the Mortgage Notes and the Assignments of Mortgage have been completed in the name of Custodian. In the event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, as the case may be, and the appointment of a successor custodian under this Indentureany such appointment, the Issuer Purchaser shall be responsible for the fees and expenses of transferring the Contracts existing and related Contract Files to the successor custodian. Notwithstanding the foregoing-------------------------------------------------------------------------------- NOMURA ASSET CAPITAL CORPORATION EXHIBIT R PAGE R-11 AUGUST 1, this Indenture shall remain in full force and effect with respect to any Contracts and related Contract Files for which this Indenture is not terminated hereunder. The Custodian may petition a court of competent jurisdiction to appoint a successor hereunder if no successor is appointed within such 60-day notice period.1995 FORM OF CUSTODIAL AGREEMENT --------------------------------------------------------------------------------

Removal of Custodian. With The Trustee with or without cause, with sixty (60) may upon at least 60 days’ notice, (a) prior to the occurrence of an Event of Default the Issuer may, with the prior written consent of the Control Party, or (b) following the occurrence of an Event of Default, the Control Party may, notice remove and discharge the Custodian from the performance of its duties under this Indenture with respect to any or all of the Contracts and related Contract Files Custodial Agreement by written notice from the Issuer or the Control Party, as the case may be, Trustee to the Custodian, with a copy to the Trustee Custodian and the Servicer. Having given notice of such removal, the Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shall, by written instrument and with the consent of the Control Party (if the notice of removal came from the Issuer)Trustee, promptly shall appoint a successor custodian Custodian (which may be the Trustee or an affiliate of the Trustee) to act on behalf of the Issuer in replacement Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee and an original to the successor Custodian under this Indenture(with a copy to the Servicer), which provided that any such successor Custodian shall be satisfactory to meet the Control Party criteria set forth in its sole discretionthe following paragraph. In the event of any such removal, the Custodian shall promptly transfer to the successor custodianCustodian, as directed, all affected Contracts and related Contract FilesCustodial Files being administered under this Custodial Agreement. In the event of removal of any such appointments the Custodian for cause and the appointment of a successor custodian under this Indenture, the expenses of transferring the Contracts and related Contract Files to the successor custodian shall be at the expense of the Custodian. In the event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, as the case may be, and the appointment of a successor custodian under this Indenture, the Issuer Trustee shall be responsible for the fees and expenses of transferring the Contracts existing and related Contract successor Custodian, unless the Custodian shall be removed for cause, in which case such fees and expenses associated with the transfer of files to the successor Custodian shall be the responsibility of the removed custodian. If the Trustee removes the Custodian without cause, the Trustee shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor custodianCustodian and for all applicable release fees of the Custodian. Notwithstanding Any successor Custodian shall at all times be a corporation or association organized and doing business under the foregoinglaws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $5,000,000, subject to supervision or examination by federal or state authority and with a credit rating which would not cause either of the Rating Agencies to reduce their respective then current Ratings of the Certificates (or having provided such security from time to time as is sufficient to avoid such reduction) as evidenced in writing by each Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Indenture Section 12 the combined capital and surplus of such corporation or association shall remain be deemed to be its combined capital and surplus as set forth in full force its most recent report of condition so published. In case at any time a successor Custodian shall cease to be eligible in accordance with the provisions of this Section 12, such successor Custodian shall resign immediately and effect with respect to any Contracts and related Contract Files for which this Indenture is not terminated hereunderbe replaced as specified in the previous paragraph. The entity serving as successor Custodian may petition a court have normal banking and trust relationships with the Depositor and its affiliates or the related Servicer and their affiliates; provided, however, that such entity cannot be an affiliate of competent jurisdiction to appoint a successor hereunder if no successor is appointed within such 60-day notice periodthe Seller, the Depositor or the Servicer.