Common use of Removal of Custodian Clause in Contracts

Removal of Custodian. The Trustee, with or without cause (at the direction of the Servicer), may upon at least sixty (60) days' notice remove and discharge the Custodian from the performance of its duties under this Custodial Agreement by written notice from the Trustee to the Custodian, with a copy to the Servicer. Having given notice of such removal, the Servicer, with the consent of the Trustee, promptly shall appoint a successor Custodian (which may be the Trustee or an affiliate of the Trustee) to act on behalf of the Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee, with a copy to the Servicer and an original to the successor Custodian. In the event of any such removal, the Custodian shall promptly transfer to the successor Custodian, as directed, all Custodial Files being administered under this Custodial Agreement. In the event of any such appointments the Servicer shall be responsible for the fees and expenses of the existing and successor Custodian. If the Trustee (at the direction of the Servicer) removes the Custodian without cause, the Servicer shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor Custodian and for all applicable release fees of the Custodian. If the Servicer removes the Custodian, the Servicer shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor Custodian and for all applicable release fees of the Custodian.

Removal of Custodian. The Trustee, Trustee or DLJMC with or without cause (at the direction of the Servicer)cause, may upon at least sixty (60) 60 days' notice remove and discharge the Custodian from the performance of its duties under this Custodial Agreement by written notice from the Trustee to the Custodian, with a copy to the ServicerDLJMC. Having given notice of such removal, the ServicerDLJMC, with the consent of the Trustee, promptly shall appoint a successor Custodian (which may be the Trustee or an affiliate of the Trustee) to act on behalf of the Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee, with a copy to the Servicer DLJMC and an original to the successor Custodian. In the event of any such removal, the Custodian shall promptly transfer to the successor Custodian, as directed, all Custodial Files being administered under this Custodial Agreement. In the event of any such appointments the Servicer DLJMC shall be responsible for the fees and expenses of the existing and successor Custodian. If the Trustee (at the direction of the Servicer) removes the Custodian without cause, the Servicer Trustee shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor Custodian and for all applicable release fees of the Custodian. If the Servicer DLJMC removes the Custodian, the Servicer DLJMC shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor Custodian and for all applicable release fees of the Custodian.

Removal of Custodian. The TrusteeTrustee or Depositor, with or without cause (at the direction of the Servicer)cause, may upon at least sixty (60) 60 days' notice remove and discharge the Custodian from the performance of its duties under this Custodial Agreement by written notice from the Trustee to the Custodian, with a copy to the Servicer. Having given notice of such removal, the Servicer, Trustee or the Depositor promptly shall appoint (with the consent of the TrusteeServicer, promptly which shall appoint not unreasonably be withheld) a successor Custodian (which may be the Trustee or an affiliate of the Trustee) to act on behalf of the Trustee by written instrument, one original counterpart of which instrument shall be delivered to retained by the Trustee, with a copy to the Servicer Servicer, and an original to the successor Custodian. In the event of any such removal, the Custodian shall shall, upon the Trustee's surrender of the Trust Receipt and Initial Certifications and Final Trust Receipt, as applicable, promptly transfer to the successor Custodian, as directed, all Custodial Files being administered under this Custodial Agreement. In the event of any such appointments removal and appointment, the Servicer Trustee and the Trust Fund shall be responsible for the fees and expenses of the existing Custodian that are accrued and successor Custodianunpaid as set forth in Section 9. If the Trustee (at the direction of the Servicer) removes the Custodian without cause, the Servicer The Trust Fund shall be responsible for payment of all the fees and expenses incurred in the transmission of the Custodial Files to the successor Custodian and for all applicable release fees of the Custodian. If the Servicer removes the Custodian, the Servicer shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor Custodian and for all applicable release fees of the Custodian.

Removal of Custodian. The Trustee, with or without cause (at the direction of the Servicer)cause, may upon at least sixty (60) 60 days' ’ notice remove and discharge the Custodian from the performance of its duties under this Custodial Agreement by written notice from the Trustee to the Custodian, with a copy to the Servicer. Having given notice of such removal, the Servicer, with the consent of the Trustee, Trustee promptly shall appoint a successor Custodian (which may be the Trustee or an affiliate of the Trustee) to act on behalf of the Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee, with a copy to the Servicer Trustee and an original to the successor Custodian. In the event of any such removal, the Custodian shall promptly transfer to the successor Custodian, as directed, all Custodial Mortgage Files being administered under this Custodial Agreement. In the event of any such appointments appointments, the Servicer Securities Administrator shall be responsible for the fees fees, and expenses the assets of the Issuing Entity will be used to pay any expenses, in each case, of the existing and successor CustodianCustodian unless the Custodian shall be removed for cause, in which case such fees and expenses (including, without limitation, any recertification fees) shall be payable out of the assets of the Issuing Entity. If the Trustee (at the direction of the Servicer) removes the Custodian without cause, the Servicer shall be responsible for payment of all expenses incurred in the transmission of the Custodial Mortgage Files to the successor Custodian and for all applicable release fees of the Custodian. If the Servicer removes the Custodian, the Servicer Custodian shall be responsible for payment of all expenses incurred in the transmission payable out of the Custodial Files to the successor Custodian and for all applicable release fees funds of the CustodianIssuing Entity.

Removal of Custodian. The Trustee, with or without cause (at the direction of the Servicer), Indenture Trustee may upon at least sixty (60) days' notice remove and discharge the Custodian Custodian, with cause, from the performance of its duties under this Custodial Agreement by written notice from the Indenture Trustee to the Custodian, with a copy to the Servicer; provided however, if the Custodian fails to deliver any information, certifications or reports required under Section 4, the Indenture Trustee may remove and discharge the Custodian immediately upon written notice to the Custodian with a copy to the Servicer. Having given notice of such removal, the Servicer, with the consent of the Trustee, Indenture Trustee promptly shall appoint a successor Custodian (which may be the Trustee or an affiliate of the Trustee) to act on behalf of the Indenture Trustee by written instrument, one original counterpart of which instrument shall be delivered to retained by the Indenture Trustee, with a copy to the Servicer Servicer, and an original to the successor Custodian. In the event of any such removal, the Custodian shall shall, upon the Indenture Trustee's surrender of the Trust Receipt and Initial Certification and Final Trust Receipt, as applicable, promptly transfer to the successor Custodian, as directed, all Custodial Files being administered under this Custodial Agreement. In the event of any such appointments removal and appointment the Servicer Trust fund shall be responsible for the fees and expenses of the existing and successor Custodian. If the Trustee (at the direction of the Servicer) removes the Custodian without cause, the Servicer shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor Custodian and for all applicable release fees of the Custodian. If the Servicer removes the Custodian, the Servicer shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor Custodian and for all applicable release fees of the Custodian.

Removal of Custodian. The Trustee, Trustee with or without cause (at the direction of the Servicer)cause, may upon at least sixty (60) 60 days' notice remove and discharge the Custodian from the performance of its duties under this Custodial Agreement by written notice from the Trustee to the Custodian, with a copy to the Servicer. Having given notice of such removal, the Servicer, with the consent of the Trustee, promptly shall appoint a successor Custodian (which may be the Trustee or an affiliate of the Trustee) to act on behalf of the Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee, with a copy to the Servicer Trustee and an original to the successor Custodian. In the event of any such removal, the Custodian shall promptly transfer to the successor Custodian, as directed, all Custodial Files being administered under this Custodial Agreement. In the event of any such appointments the Servicer Trustee shall be responsible for the fees and expenses of the existing and 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 (at the direction of the Servicer) removes the Custodian without cause, the Servicer shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor Custodian and for all applicable release fees of the Custodian. If the Servicer removes the Custodian, the Servicer Trustee shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor Custodian and for all applicable release fees of the Custodian.

Removal of Custodian. The Trustee, with or without cause (at the direction of the Servicer), may upon at least sixty (60) days' ’ notice remove and discharge the Custodian from the performance of its duties under this Custodial Agreement by written notice from the Trustee to the Custodian, with a copy to the Servicer. Having given notice of such removal, the Servicer, with the consent of the Trustee, promptly shall appoint a successor Custodian (which may be the Trustee or an affiliate of the Trustee) to act on behalf of the Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee, with a copy to the Servicer and an original to the successor Custodian. In the event of any such removal, the Custodian shall promptly transfer to the successor Custodian, as directed, all Custodial Files being administered under this Custodial Agreement. In the event of any such appointments the Servicer shall be responsible for the fees and expenses of the existing and successor Custodian. If the Trustee (at the direction of the Servicer) removes the Custodian without cause, the Servicer shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor Custodian and for all applicable release fees of the Custodian. If the Servicer removes the Custodian, the Servicer shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor Custodian and for all applicable release fees of the Custodian.

Removal of Custodian. The TrusteeBuyer, with or without cause (at the direction of the Servicer)cause, may -------------------- upon at least sixty thirty (6030) days' notice remove and discharge the Custodian from the performance of its duties under this Custodial Agreement by written notice from the Trustee Buyer to the Custodian, with a copy to the ServicerSeller. Having given notice of such removal, the Servicer, with the consent of the Trustee, Buyer promptly shall appoint a successor Custodian (which may be the Trustee or an affiliate of the Trustee) custodian to act on behalf of the Trustee Buyer and Seller, as their respective rights appear herein, by written instrument, one original counterpart counterparts of which instrument shall be delivered to Buyer and the Trusteesuccessor Custodian, with a copy to Seller. So long as no Repurchase Agreement Default shall have occurred and be continuing and there shall not have occurred a Servicer Termination Event or an Event of Termination pursuant to Section 11 of the Servicer and an original Supplemental Terms, the Seller shall have the right to consent to the appointment of a successor Custodiancustodian pursuant to this Section 6.9, which consent may not be unreasonably withheld. In the event of any such removal, the Custodian shall promptly transfer to the successor Custodian, as directed, and at the expense of Seller, all Custodial Custodian's Contract Files being administered under and all funds in the Contract Account and any other accounts in connection with this Custodial Agreement and all related documents. In the event of any such removal, Seller shall promptly pay the Custodian its outstanding fees and expenses incurred in connection with this Agreement. In the event of any such appointments the Servicer appointment Seller shall be responsible for the fees and expenses of the existing and successor Custodian. If the Trustee (at the direction of the Servicer) removes the Custodian without cause, the Servicer shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor Custodian and for all applicable release fees of the Custodian. If the Servicer removes the Custodian, the Servicer shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor Custodian and for all applicable release fees of the Custodianaccordance with Section 6.3 hereof.

Removal of Custodian. The TrusteePurchaser, with or without cause (at the direction cause, or following a resignation, removal or termination of the Servicer)Servicer or an Event of Default by the Servicer as defined under the Sale and Servicing Agreement, or upon a failure by the Custodian to perform or observe any term of this Agreement, may upon at least sixty (60) days' notice remove and discharge the Custodian from the performance of its duties under this Custodial Agreement by written notice from the Trustee Purchaser to the Custodian, with a copy to the Seller and the Servicer. Having given notice of such removal, the Servicer, with the consent of the Trustee, Purchaser promptly shall appoint a successor Custodian (which may be the Trustee or an affiliate of the Trustee) to act on behalf of the Trustee Purchaser by written instrument, one original counterpart of which instrument shall be delivered to the TrusteePurchaser, with a copy to the Seller and the Servicer and an original to the successor Custodian. In the event of any such removal, the Custodian shall promptly transfer to the successor Custodian, as directed, all Custodial Files being administered under this Custodial Agreement, and shall assign the Mortgages 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. In the event of any such appointments appointment, the Servicer Seller shall be responsible for the fees and expenses of the existing and successor Custodian. If the Trustee (at the direction of the Servicer) removes the Custodian without cause, the Servicer shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor Custodian and for all applicable release fees of the Custodian. If the Servicer removes the Custodian, the Servicer shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor Custodian and for all applicable release fees of the Custodian.

Removal of Custodian. (a) The TrusteeAgent or the Borrower, upon (i) at least thirty (30) days prior written notice to the Custodian and the other party, may remove and discharge the Custodian (or any successor custodian thereafter appointed), with or without cause cause, and (at the direction of the Servicer), may upon ii) at least sixty (60) days' days prior written notice to the Custodian and the other party, may remove and discharge the Custodian (or any successor custodian thereafter appointed), without cause, from the performance of its duties obligations under this Custodial Agreement by written notice from Agreement; provided, that, unless a Default or an Event of Default has occurred and is continuing, neither the Trustee to Agent nor the Custodian, with a copy to Borrower shall remove or discharge the Servicer. Having given notice of such removal, the Servicer, with Custodian without cause without the consent of the Trusteeother party, promptly which consent shall appoint a successor Custodian (which may not be unreasonably withheld. Promptly after the Trustee or an affiliate giving of notice of removal of the Trustee) to act on behalf of Custodian, the Trustee Agent shall appoint, by written instrument, one a successor custodian, which appointment shall, unless a Default or an Event of Default has occurred and is continuing, require the consent of the Borrower, which consent shall not be unreasonably withheld. One original counterpart of which such instrument of appointment shall be delivered to each of the TrusteeAgent, with a copy to the Servicer Borrower, the Custodian and an original to the successor Custodian. custodian. (b) In the event of any such removal, the Custodian shall promptly transfer to the successor Custodiancustodian, as directeddirected in writing, all Custodial the Investment Files being administered under this Custodial Agreement. In The cost of the shipment of Investment Files shall be at the expense of the Custodian, in the event of any such appointments a removal for cause, and otherwise at the Servicer expense of the Borrower. The Borrower shall be responsible for the fees and expenses of the existing and successor Custodian. If the Trustee (at the direction of the Servicer) removes the Custodian without cause, the Servicer shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor Custodian and for all applicable release fees of the Custodian. If the Servicer removes the Custodian, the Servicer shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor Custodian and for all applicable release fees of the Custodiancustodian.