Common use of Removal or Resignation of Custodian Clause in Contracts

Removal or Resignation of Custodian. (a) The Custodian may at any time resign and terminate its obligations under this Custodial Agreement upon at least 60 days' prior written notice to the Borrower and the Lender. Promptly after receipt of notice of the Custodian's resignation, the Borrower shall appoint, by written instrument, a successor custodian, subject to written approval by the Lender (which approval shall not be unreasonably withheld). One original counterpart of such instrument of appointment shall be delivered to each of the Lender, the Borrower, the Custodian and the successor custodian. If the successor Custodian shall not have been appointed within 60 days of the Custodian's providing such notice, the Custodian may petition any court of competent jurisdiction to appoint a successor Custodian. (b) The Lender or the Borrower, (with the consent of the Lender, which consent shall not be unreasonably withheld), upon at least 60 days' prior written notice to the Custodian, may remove and discharge the Custodian (or any successor custodian thereafter appointed) from the performance of its obligations under this Custodial Agreement. Promptly after the giving of notice of removal of the Custodian, the Lender shall appoint, by written instrument, a successor custodian, which appointment shall be reasonably acceptable to the Borrower. One original counterpart of such instrument of appointment shall be delivered to each of the Lender, the Borrower, the Custodian and the successor custodian. (c) In the event of any such resignation or removal, the Custodian shall promptly upon the simultaneous surrender of any outstanding Trust Receipts held by Lender, transfer to the successor custodian, as directed in writing, all the Mortgage Files being administered under this Custodial Agreement and, if the endorsements on the Mortgage Notes and the Assignments of Mortgage have been completed in the name of the Custodian, assign the Mortgages and endorse without recourse the Mortgage Notes to the successor Custodian or as otherwise directed by the Lender. The cost of the shipment of Mortgage Files arising out of the resignation of the Custodian shall be at the expense of the Custodian unless such resignation is due to the nonpayment of its fees and expenses hereunder, in which case such expense shall be paid by the Borrower; and any cost of shipment arising out of the removal of the Custodian by the Lender or the Borrower shall be at the expense of the party requesting such removal. The Borrower shall be responsible for the fees and expenses of the successor custodian and the fees and expenses for endorsing the Mortgage Notes and assigning the Mortgages to the successor custodian if required pursuant to this paragraph.

Removal or Resignation of Custodian. (a) The Custodian may at any time resign and terminate its obligations under this Custodial Agreement upon at least 60 sixty (60) days' ’ prior written notice to the Borrower and the Lender. Promptly after receipt of notice of the Custodian's ’s resignation, Lender shall appoint, by written instrument, a successor custodian subject to written approval by Borrower (which approval shall not be unreasonably withheld, delayed or conditioned). One original counterpart of such instrument of appointment shall be delivered to Borrower, Custodian and the successor custodian. In the event that no successor custodian shall have been appointed within such sixty (60) day notice period, Custodian may petition any court of competent jurisdiction to appoint a successor custodian provided, however, Custodian may deliver the Mortgage Files to Lender or its designee in lieu of petitioning such court to appoint a successor custodian. (b) Lender, with the consent of Borrower (which consent shall not be unreasonably withheld), upon at least sixty (60) days’ prior written notice to Custodian and Borrower, may remove and discharge Custodian (or any successor custodian thereafter appointed) from the performance of its obligations under this Agreement. Promptly after the giving of notice of removal of Custodian, Lender shall appoint, by written instrument, a successor custodian, subject to written approval by with the Lender consent of Borrower (which approval consent shall not be unreasonably withheld). One original counterpart of such instrument of appointment shall be delivered to each of the Lender, the Borrower, the Custodian and the successor custodian. If the successor Custodian shall not have been appointed within 60 days of the Custodian's providing such notice, the Custodian may petition any court of competent jurisdiction to appoint a successor Custodian. (b) The Lender or the Borrower, (with the consent of the Lender, which consent shall not be unreasonably withheld), upon at least 60 days' prior written notice to the Custodian, may remove and discharge the Custodian (or any successor custodian thereafter appointed) from the performance of its obligations under this Custodial Agreement. Promptly after the giving of notice of removal of the Custodian, the Lender shall appoint, by written instrument, a successor custodian, which appointment shall be reasonably acceptable to the Borrower. One original counterpart of such instrument of appointment shall be delivered to each of the Lender, the Borrower, the Custodian and the successor custodian. (c) In the event of any such resignation or removal, the Custodian shall shall, upon receipt of payment of all fees and expenses due and owing to Custodian, promptly upon the simultaneous surrender of any outstanding Trust Receipts held by Lender, transfer to the successor custodian, as directed in writing, all the Mortgage Files being administered under this Custodial Agreement and, if the endorsements on the Mortgage Notes and the Assignments of Mortgage have been completed in the name of the Custodian, assign the Mortgages and endorse without recourse the Mortgage Notes to the successor Custodian custodian or as otherwise directed by the Lender. The cost of the shipment of Mortgage Files arising out of the resignation of the Custodian shall be at the expense of the Custodian unless such resignation is due to the nonpayment of its fees and expenses hereunder, in which case such expense shall be paid by the Borrower; and any cost of shipment arising out of the removal of the Custodian by the Lender or the Borrower shall be at the expense of the party requesting such removal. The Borrower shall be responsible for the fees and reasonable out-of-pocket expenses of the successor custodian and the fees and expenses for endorsing the Mortgage Notes and assigning the Mortgages to the successor custodian if required pursuant to this paragraphcustodian.

Removal or Resignation of Custodian. (a) The Custodian may at any time resign and terminate its obligations under this Custodial Agreement upon at least 60 days' ’ prior written notice to the Borrower Seller and the LenderBuyer. Promptly after receipt of notice of the Custodian's ’s resignation, the Borrower Seller shall appoint, by written instrument, a successor custodian, subject to written approval by the Lender Buyer (which approval shall not be unreasonably withheld). One original counterpart of such instrument of appointment shall be delivered to each of the LenderBuyer, the BorrowerSeller, the Custodian and the successor custodian. If the successor Custodian shall not have been appointed within 60 days of the Custodian's ’s providing such notice, the Custodian may petition any court of competent jurisdiction to appoint a successor Custodian. (b) The Lender Buyer or the BorrowerSeller, (with the consent of the LenderBuyer, which consent shall not be unreasonably withheld), upon at least 60 days' ’ prior written notice to the Custodian, may remove and discharge the Custodian (or any successor custodian thereafter appointed) from the performance of its obligations under this Custodial Agreement. Promptly after the giving of notice of removal of the Custodian, the Lender Buyer shall appoint, by written instrument, a successor custodian, which appointment shall be reasonably acceptable to the BorrowerSeller. One original counterpart of such instrument of appointment shall be delivered to each of the LenderBuyer, the BorrowerSeller, the Custodian and the successor custodian. (c) In the event of any such resignation or removal, the Custodian shall promptly upon the simultaneous surrender of any outstanding Trust Receipts held by LenderBuyer, transfer to the successor custodian, as directed in writing, all the Mortgage Files being administered under this Custodial Agreement and, if the endorsements on the Mortgage Notes and the Assignments of Mortgage have been completed in the name of the Custodian, assign the Mortgages and endorse without recourse the Mortgage Notes to the successor Custodian or as otherwise directed by the LenderBuyer. The cost of the shipment of Mortgage Files arising out of the resignation of the Custodian shall be at the expense of the Custodian unless such resignation is due to the nonpayment of its fees and expenses hereunder, in which case such expense shall be paid by the BorrowerSeller; and any cost of shipment arising out of the removal of the Custodian by the Lender Buyer or the Borrower Seller shall be at the expense of the party requesting such removal. The Borrower Seller shall be responsible for the fees and expenses of the successor custodian and the fees and expenses for endorsing the Mortgage Notes and assigning the Mortgages to the successor custodian if required pursuant to this paragraph.

Removal or Resignation of Custodian. (a) 8.1 The Custodian may at any time be removed by resolution of the Board of Directors of one of the Employers upon delivery to him of a certified copy of such resolution. The Custodian may further resign and terminate its obligations under this Custodial Agreement as Custodian, upon at least 60 days' prior written notice to that effect delivered to both the Borrower Employers. Such removal or resignation shall become effective upon the date specified in such resolution or such notice, as the case may be, which shall not be less than fifteen (15) days subsequent to the delivery of such certified copy of resolution or such notice. A successor Custodian, upon accepting such appointment, shall become vested with the same powers, duties, privileges and immunities as if such Custodian had been originally named in this Plan as a custodian. In case of the Lenderremoval, resignation, death or inability to serve as a Custodian, said Custodian, or his personal representative, shall forthwith turn over to the succeeding Custodian all accounts and records in such Custodian's possession and shall execute such instruments as may be necessary to terminate his custody. Promptly after receipt No bond shall be required of notice the Custodian named in this Plan or any of the Custodian's resignationsuccessors. 8.2 Each successor Custodian may accept as complete and correct and may rely upon any accounting which shall have been made by or on behalf of any Custodian hereunder prior to the date upon which such successor Custodian shall have qualified as a Custodian under this agreement, and may rely upon any statement or representation made by any Custodian then or theretofore acting hereunder as to the Borrower shall appoint, by written instrument, a successor custodian, subject assets comprising the Funds or the Income or as to written approval by any other fact bearing upon the Lender (which approval shall not be unreasonably withheld). One original counterpart of such instrument of appointment shall be delivered to each prior administration of the Lender, the Borrower, the Custodian Plan; and the successor custodian. If the such successor Custodian shall not have been appointed within 60 days be subject to any liability by reason of having accepted and relied upon such accounting, statement or representation in case it is subsequently established that the Custodian's providing such noticesame was incomplete, the inaccurate or untrue. No successor Custodian may petition hereunder shall be subject to any court liability or responsibility with respect to any act or omission of competent jurisdiction to appoint a successor Custodian. (b) The Lender or the Borrower, (with the consent of the Lender, which consent shall not be unreasonably withheld), upon at least 60 days' prior written notice to the any other Custodian, may remove and discharge the Custodian (or nor shall any successor custodian thereafter appointed) from the performance of its obligations under this Custodial Agreement. Promptly after the giving of notice of removal of the Custodian, the Lender shall appoint, by written instrument, a successor custodian, which appointment shall be reasonably acceptable Custodian have any duty to the Borrower. One original counterpart of such instrument of appointment shall be delivered enforce or to each of the Lender, the Borrower, the Custodian and the successor custodian. (c) In the event of any such resignation or removal, the Custodian shall promptly upon the simultaneous surrender of any outstanding Trust Receipts held by Lender, transfer see to the successor custodian, as directed in writing, all the Mortgage Files being administered under this Custodial Agreement and, if the endorsements on the Mortgage Notes and the Assignments of Mortgage have been completed in the name of the Custodian, assign the Mortgages and endorse without recourse the Mortgage Notes to the successor Custodian or as otherwise directed by the Lender. The cost of the shipment of Mortgage Files arising out of the resignation of the Custodian shall be at the expense of the Custodian unless such resignation is due to the nonpayment of its fees and expenses hereunder, in which case such expense shall be paid by the Borrower; and any cost of shipment arising out of the removal of the Custodian by the Lender or the Borrower shall be at the expense of the party requesting such removal. The Borrower shall be responsible for the fees and expenses of the successor custodian and the fees and expenses for endorsing the Mortgage Notes and assigning the Mortgages to the successor custodian if required pursuant to this paragraph.enforce any

Removal or Resignation of Custodian. (a) The Custodian may at any time resign and terminate its obligations under this Custodial Agreement upon at least 60 days' prior written notice to the Borrower and the Lender, provided, however, that such resignation and termination shall not be effective until the appointment of a Successor Custodian and the assumption by such Successor Custodian of the obligations of the Custodian hereunder in accordance with the provisions herein. Promptly after receipt of notice of the Custodian's resignation, the Borrower shall appoint, by written instrument, a successor custodian, subject to written approval by the Lender (which approval shall not be unreasonably withheldin the sole, good faith discretion of the Lender (each successor custodian, a "Successor Custodian"). One original counterpart of such instrument of appointment shall be delivered to each of the Lender, the resigning Custodian and the Successor Custodian. (b) The Borrower, with the consent of the Lender, upon at least 60 days' prior written notice to the Custodian and the Lender, may remove and discharge the Custodian (or any Successor Custodian thereafter appointed) from the performance of its obligations under this Agreement. Promptly after the giving of notice of removal of the Custodian, the Borrower shall appoint, by written instrument, a Successor Custodian, which appointment shall require the approval of the Lender, which approval shall be in the sole discretion of the Lender. One original counterpart of such instrument of appointment shall be delivered to each of the Lender, the Borrower, the Custodian and the successor custodian. If the successor Custodian shall not have been appointed within 60 days of the Successor Custodian's providing such notice, the Custodian may petition any court of competent jurisdiction to appoint a successor Custodian. (b) The Lender or the Borrower, (with the consent of the Lender, which consent shall not be unreasonably withheld), upon at least 60 days' prior written notice to the Custodian, may remove and discharge the Custodian (or any successor custodian thereafter appointed) from the performance of its obligations under this Custodial Agreement. Promptly after the giving of notice of removal of the Custodian, the Lender shall appoint, by written instrument, a successor custodian, which appointment shall be reasonably acceptable to the Borrower. One original counterpart of such instrument of appointment shall be delivered to each of the Lender, the Borrower, the Custodian and the successor custodian. (c) In the event of any such resignation or removal, the Custodian shall promptly upon the simultaneous surrender of any outstanding Trust Receipts held by Lender, transfer to the successor custodianSuccessor Custodian, as directed in writing, all the Mortgage Collateral Files being administered under this Custodial Agreement and, if the endorsements on the Mortgage Notes Promissory Notes, and the Assignments of Mortgage and/or collateral assignments of the Eligible Loan, as applicable, have been completed in the name of the Custodian, assign the Mortgages and endorse without recourse the Mortgage Notes Promissory Notes, to the successor Successor Custodian or as otherwise directed by the LenderLender and, in the case of an Eligible Loan that is an "A-note" in an "A/B" structure, enter into such endorsements or assignments of Collateral Documents as the Lender shall reasonably request to effectuate the transfer of such Collateral to such Successor Custodian. The cost of the shipment of Mortgage Collateral Files arising out of the resignation of the Custodian shall be at the expense of the Custodian unless such resignation is due to the nonpayment of its fees and expenses hereunder, in which case such expense shall be paid by the Borrower; and any cost of shipment arising out of the removal of the Custodian by the Lender or the Borrower shall be at the expense of the party requesting such removal. The Borrower shall be responsible for the fees and expenses of the successor custodian Successor Custodian and the fees and expenses for endorsing the Mortgage Promissory Notes and assigning the Mortgages Mortgages, and entering into such other endorsements and assignments, to the successor custodian Successor Custodian if required pursuant to this paragraph. (d) In the event that no Successor Custodian shall have been appointed within the 60 day notice period described in Sections 3.2(a) and (b) hereof, the Custodian may either (i) with the consent of Lender (which consent shall not be unreasonably withheld) deliver the Collateral Files to the Lender or its designee upon surrender of all outstanding Trust Receipts or (ii) in the event that the Lender or its designee fails to accept the Collateral Files, petition any court of competent jurisdiction to appoint a Successor Custodian. The Custodian's costs and expense of such petition shall be paid by the Borrower.

Removal or Resignation of Custodian. (a) The Custodian may at any time resign and terminate its obligations under this Custodial Agreement Agent, with, in the absence of a continuing Event of Default, the consent of the Borrower, upon at least 60 30 days' prior written notice to the Borrower and the Lender. Promptly after receipt of notice of the Custodian's resignation, the Borrower shall appoint, by written instrument, a successor custodian, subject to written approval by the Lender (which approval shall not be unreasonably withheld). One original counterpart of such instrument of appointment shall be delivered to each of the Lender, the Borrower, the Custodian and the successor custodian. If the successor Custodian shall not have been appointed within 60 days of the Custodian's providing such notice, the Custodian may petition any court of competent jurisdiction to appoint a successor Custodian. (b) The Lender or the Borrower, (with the consent of the Lender, which consent shall not be unreasonably withheld), upon at least 60 days' prior written notice to the CustodianAgent, may remove and discharge the Custodian (or any successor custodian thereafter appointed) from the performance of its obligations under this Custodial Custodian Agreement. Promptly after the giving of notice of removal of the Custodian, the Lender Agent shall appoint, by written instrument, a successor custodian, subject, in the absence of a continuing Event of Default, to written approval by the Borrower (which appointment approval shall not be reasonably acceptable to the Borrowerunreasonably withheld or delayed). One original counterpart of such instrument of appointment shall be delivered to each of the LenderAgent, the Borrower, the Custodian and the successor custodian. (cb) In the event of any such resignation or removal, the Custodian shall promptly upon the simultaneous surrender of any outstanding Trust Receipts held by Lender, transfer to the successor custodian, as directed in writing, all the Mortgage Files being administered under this Custodial Custodian Agreement and, if the endorsements on the Mortgage Notes and the Assignments of Mortgage have been completed in the name of the Custodian, assign the Mortgages and endorse without recourse the Mortgage Notes to the successor Custodian or as otherwise directed by the LenderAgent. The cost of the shipment of Mortgage Files arising out of the resignation of the Custodian shall be at the expense of the Custodian unless such resignation is due to the nonpayment of its fees and expenses hereunder, in which case such expense shall be paid by the Borrower; and any Any cost of shipment arising out of the removal of the Custodian by the Lender or the Borrower shall be at the expense of the party requesting such removalAgent. The Borrower shall be responsible for the fees and expenses of the successor custodian and the fees and expenses for endorsing the Mortgage Notes and assigning the Mortgages to the successor custodian if required pursuant to this paragraph.

Removal or Resignation of Custodian. (a) The Custodian may at any time resign and terminate its obligations under this Custodial Agreement upon at least 60 days' prior written notice to the Borrower and the Lender. Promptly after receipt of notice of the Custodian's resignation, the Borrower Lender shall appoint, by written instrument, a successor custodian, subject to written approval by the Lender Borrower (which approval shall not be unreasonably withheld). One original counterpart of such instrument of appointment shall be delivered to each of the Lender, the Borrower, the Custodian and the successor custodian. If the successor Custodian shall not have been appointed within 60 days of the Custodian's providing such notice, the Custodian may petition any court of competent jurisdiction to appoint a successor Custodian. (b) The Lender or the BorrowerLender, (with the consent of the Lender, which consent shall not be unreasonably withheld)Borrower, upon at least 60 days' prior written notice to the CustodianCustodian and the Lender, may remove and discharge the Custodian (or any successor custodian thereafter appointed) from the performance of its obligations under this Custodial Agreement. Promptly after the giving of notice of removal of the Custodian, the Lender shall appoint, by written instrument, a successor custodian, subject to written approval by the Borrower (which appointment approval shall not be reasonably acceptable to the Borrowerunreasonably withheld). One original counterpart of such instrument of appointment shall be delivered to each of the Lender, the Borrower, the Custodian and the successor custodian. (c) In the event of any such resignation or removal, the Custodian shall promptly upon the simultaneous surrender of any outstanding Trust Receipts held by Lender, transfer to the successor custodian, as directed in writing, all the Mortgage Files being administered under this Custodial Agreement and, if the endorsements on the Mortgage Notes and the Assignments of Mortgage have been completed in the name of the Custodian, assign the Mortgages and endorse without recourse the Mortgage Notes to the successor Custodian or as otherwise directed by the Lender. The cost of the shipment of Mortgage Files arising out of the resignation of the Custodian shall be at the expense of the Custodian unless such resignation is due to the nonpayment of its fees and expenses hereunder, in which case such expense shall be paid by the BorrowerCustodian; and any cost of shipment arising out of the removal of the Custodian by the Lender or the Borrower shall be at the expense of the party requesting such removal. The Borrower shall be responsible for the fees and expenses of the successor custodian and the fees and expenses for endorsing the Mortgage Notes and assigning the Mortgages to the successor custodian if required pursuant to this paragraph.the

Removal or Resignation of Custodian. (a) The Custodian may at any time resign and terminate its obligations under this Custodial Agreement upon at least 60 days' prior written notice to the Borrower Sellers and the LenderBuyer Agent. Promptly after receipt of notice of the Custodian's resignation, the Borrower Buyer Agent shall appoint, by written instrument, a successor custodian, subject to written approval by the Lender Sellers (which approval shall not be unreasonably withheld). One original counterpart of such instrument of appointment shall be delivered to each of the Lender, the BorrowerSellers, the Custodian and the successor custodian. If the successor Custodian shall not have been appointed within 60 days of the Custodian's providing such notice, the Custodian may petition any court of competent jurisdiction to appoint a successor Custodian. (b) The Lender or the BorrowerBuyer Agent, (with the consent of the Lender, which consent shall not be unreasonably withheld)Sellers, upon at least 60 sixty (60) days' prior written notice to the CustodianCustodian and the Buyer Agent, may remove and discharge the Custodian (or any successor custodian thereafter appointed) from the performance of its obligations under this Custodial Agreement. Promptly after the giving of notice of removal of the Custodian, the Lender Buyer Agent shall appoint, by written instrument, a successor custodian, which appointment shall be reasonably acceptable to with the Borrowerconsent of the Sellers. One original counterpart of such instrument of appointment shall be delivered to each of the LenderSellers, the BorrowerBuyer Agent, the Custodian and the successor custodian. (c) In the event of any such resignation or removal, the Custodian shall promptly upon the simultaneous surrender of any outstanding Trust Receipts held by LenderReceipts, the Custodian shall promptly transfer to the successor custodian, as directed in writing, all the Mortgage Files being administered under this Custodial Agreement and, if the endorsements on the Mortgage Notes and the Assignments of Mortgage have been completed in the name of the Custodian, assign the Mortgages and endorse without recourse the Mortgage Notes to the successor Custodian or as otherwise directed in writing by the LenderBuyer Agent. The cost of the shipment of Mortgage Files arising out of the resignation of the Custodian Custodian, if such resignation occurs within one year from the date of this Custodial Agreement, shall be at the expense of the Custodian unless such Custodian; provided, however, that if the reason for the Custodian's resignation is due to the nonpayment non-payment of its the fees and expenses due it hereunder, in which case then such shipment costs shall not be an expense of the Custodian, but shall be paid by at the Borrower; and any expense of the Sellers. Any cost of shipment arising out of the removal of the Custodian by the Lender or the Borrower resignation of the Custodian after one year from the date of this Custodial Agreement shall be at the expense of the party requesting such removalSellers. The Borrower Sellers shall be responsible for the fees and expenses of the successor custodian and the fees and expenses for endorsing the Mortgage Notes and assigning the Mortgages to the successor custodian if required pursuant to this paragraph. (d) In the event that no successor Custodian shall have been appointed within the 60 day notice period described in Section 7(a) or 7(b) hereof, the Custodian may either (i) deliver the Mortgage Files to the Buyer Agent or its designee upon surrender of all outstanding Trust Receipts or (ii) in the event that the Buyer Agent or its designee fails to accept the Mortgage Files, petition any court of competent jurisdiction to appoint a successor custodian.

Removal or Resignation of Custodian. (a) The Custodian may at any time resign and terminate its obligations under this Custodial Agreement upon at least 60 days' prior written notice to the Borrower Seller, the Company and the LenderBuyer. Promptly after receipt of notice of the Custodian's resignation, the Borrower Buyer shall appoint, by written instrument, a successor custodian, subject to written approval by the Lender Seller (which approval shall not be unreasonably withheld). One original counterpart of such instrument of appointment shall be delivered to each of the LenderSeller, the BorrowerCompany, the Custodian and the successor custodian. If the successor Custodian shall not have been appointed within 60 days of the Custodian's providing such notice, the Custodian may petition any court of competent jurisdiction to appoint a successor Custodian. (b) The Lender or the Borrower, (with the consent of the Lender, which consent shall not be unreasonably withheld)Buyer, upon at least 60 days' prior written notice to the Custodian, the Seller and the Company, may remove and discharge the Custodian (or any successor custodian thereafter appointed) from the performance of its obligations under this Custodial Agreement. Promptly after the giving of notice of removal of the Custodian, the Lender Buyer shall appoint, by written instrument, a successor custodian, which appointment shall be reasonably acceptable to the Borrowerrequire no other approval. One original counterpart of such instrument of appointment shall be delivered to each of the LenderBuyer, the BorrowerSeller, the Company, the Custodian and the successor custodian. (c) In the event of any such resignation or removal, the Custodian shall promptly upon the simultaneous surrender of any outstanding Trust Receipts held by Lender, transfer to the successor custodian, as directed in writing, all the Mortgage Loan Files being administered under this Custodial Agreement and, if the endorsements on the Mortgage Notes and the Assignments of Mortgage have been completed in the name of the Custodian, assign the Mortgages and endorse without recourse the Mortgage Notes to the successor Custodian or as otherwise directed by the LenderBuyer. The cost of the shipment of Mortgage Loan Files arising out of the removal or resignation of the Custodian shall be at the expense of the Custodian unless such resignation is due to the nonpayment of its fees and expenses hereunder, in which case such expense shall be paid by the Borrower; and any cost of shipment arising out of the removal of the Custodian by the Lender or the Borrower shall be at the expense of the party requesting such removalCompany. The Borrower Company shall be responsible for the fees and expenses of the successor custodian and the fees and expenses for endorsing the Mortgage Notes and assigning the Mortgages to the successor custodian if required pursuant to this paragraph. In the event that no successor is appointed within sixty (60) days following written notice, the Custodian may petition a court of competent jurisdiction for the appointment of an appropriately qualified successor.

Removal or Resignation of Custodian. (a) The Custodian may at any time resign and terminate its obligations under this Custodial Agreement upon at least 60 days' prior written notice to the Borrower and the Lender. Promptly after receipt of notice of the Custodian's resignation, the Borrower shall appoint, by written instrument, a successor custodian, subject to written approval by the Lender (which approval shall not be unreasonably withheld). One original counterpart of such instrument of appointment shall be delivered to each of the Lender, the Borrower, the Custodian and the successor custodian. If the successor Custodian shall not have been appointed within 60 days of the Custodian's providing such notice, the Custodian may petition any court of competent jurisdiction to appoint a successor Custodian. (b) The Lender or the BorrowerLender, (with the consent of the Lender, which consent shall not be unreasonably withheld)Borrower, upon at least 60 days' prior written notice to the Custodian, may remove and discharge the Custodian (or any successor custodian thereafter appointed) from the performance of its obligations under this Custodial Agreement. Promptly after the giving of notice of removal of the Custodian, the Lender shall appoint, by written instrument, a successor custodian, which appointment shall be reasonably acceptable to the Borrower. One original counterpart of such instrument of appointment shall be delivered to each of the Lender, the Borrower, the Custodian and the successor custodian. (c) In the event of any such resignation or removal, the Custodian shall promptly upon the simultaneous surrender of any outstanding Trust Receipts held by Lender, transfer to the successor custodian, as directed in writing, all the Mortgage Files being administered under this Custodial Agreement and, if the endorsements on the Mortgage Notes and the Assignments of Mortgage have been completed in the name of the Custodian, assign the Mortgages and endorse without recourse the Mortgage Notes to the successor Custodian or as otherwise directed by the Lender. The cost of the shipment of Mortgage Files arising out of the resignation of the Custodian shall be at the expense of the Custodian unless such resignation is due to the nonpayment of its fees and expenses hereunder, in which case such expense shall be paid by the BorrowerCustodian; and any cost of shipment arising out of the removal of the Custodian by the Lender or the Borrower shall be at the expense of the party requesting such removalLender. The Borrower shall be responsible for the fees and expenses of the successor custodian and the fees and expenses for endorsing the Mortgage Notes and assigning the Mortgages to the successor custodian if required pursuant to this paragraphcustodian.

Removal or Resignation of Custodian. (a) The Custodian may at any time resign and terminate its obligations under this Custodial Agreement upon at least 60 days' prior written notice to the Borrower Sellers and the LenderBuyer. Promptly after receipt of notice of the Custodian's resignation, the Borrower Seller shall appoint, by written instrument, a successor custodian, subject to written approval by the Lender Buyer (which approval shall not be unreasonably withheld). One original counterpart of such instrument of appointment shall be delivered to each of the LenderBuyer, the BorrowerSellers, the Custodian and the successor custodian. If the successor Custodian shall not have been appointed within 60 days of the Custodian's providing such notice, the Custodian may petition any court of competent jurisdiction to appoint a successor Custodian. (b) The Lender Buyer or the Borrower, Sellers (with the consent of the LenderBuyer, which consent shall not be unreasonably withheld), upon at least 60 days' prior written notice to the Custodian, may remove and discharge the Custodian (or any successor custodian thereafter appointed) from the performance of its obligations under this Custodial Agreement. Promptly after the giving of notice of removal of the Custodian, the Lender Buyer shall appoint, by written instrument, a successor custodian, which appointment shall be reasonably acceptable to the BorrowerSellers. One original counterpart of such instrument of appointment shall be delivered to each of the LenderBuyer, the BorrowerSellers, the Custodian and the successor custodian. (c) In the event of any such resignation or removal, the Custodian shall promptly upon the simultaneous surrender of any outstanding Trust Receipts held by LenderBuyer, transfer to the successor custodian, as directed in writing, all the Mortgage Loan Files being administered under this Custodial Agreement and, if the endorsements on the Mortgage Notes and the Assignments of Mortgage have been completed in the name of the Custodian, assign the Mortgages and endorse without recourse the Mortgage Notes to the successor Custodian or as otherwise directed by the LenderBuyer. The cost of the shipment of Mortgage Loan Files arising out of the resignation of the Custodian shall be at the expense of the Custodian unless such resignation is due to the nonpayment of its fees and expenses hereunder, in which case such expense shall be paid by the BorrowerSellers; and any cost of shipment arising out of the removal of the Custodian by the Lender Buyer or the Borrower Sellers shall be at the expense of the party requesting such removal. The Borrower Sellers shall be responsible for the fees and expenses of the successor custodian and the fees and expenses for endorsing the Mortgage Notes and assigning the Mortgages to the successor custodian if required pursuant to this paragraph.

Removal or Resignation of Custodian. (a) The Custodian may at any time resign and terminate its obligations under this Custodial Agreement upon at least 60 days' prior written notice to the Borrower and the Lender. Promptly after receipt of notice of the Custodian's resignation, the Borrower Lender shall appoint, by written instrument, a successor custodian, subject to written approval by the Lender Borrower (which approval shall not be unreasonably withheld). One original counterpart of such instrument of appointment shall be delivered to each of the Lender, the Borrower, the Custodian and the successor custodian. If the successor Custodian shall not have been appointed within 60 days of the Custodian's providing such notice, the Custodian may petition any court of competent jurisdiction to appoint a successor Custodian. (b) The Lender or the BorrowerLender, (with the consent of the Lender, which consent shall not be unreasonably withheld)Borrower, upon at least 60 sixty (60) days' prior written notice to the CustodianCustodian and the Lender, may remove and discharge the Custodian (or any successor custodian thereafter appointed) from the performance of its obligations under this Custodial Agreement. Promptly after the giving of notice of removal of the Custodian, the Lender shall appoint, by written instrument, a successor custodian, which appointment shall be reasonably acceptable to with the consent of the Borrower. One original counterpart of such instrument of appointment shall be delivered to each of the Lender, the Borrower, the Custodian and the successor custodian. (c) In the event of any such resignation or removal, the Custodian shall promptly upon the simultaneous surrender of any outstanding Trust Receipts held by LenderReceipts, the Custodian shall promptly transfer to the successor custodian, as directed in writing, all the Mortgage Files being administered under this Custodial Agreement and, if the endorsements on the Mortgage Notes and the Assignments of Mortgage have been completed in the name of the Custodian, assign the Mortgages and endorse without recourse the Mortgage Notes to the successor Custodian or as otherwise directed in writing by the Lender. The cost of the shipment of Mortgage Files arising out of the resignation of the Custodian Custodian, if such resignation occurs within one year from the date of this Custodial Agreement, shall be at the expense of the Custodian unless such Custodian; provided, however, that if the reason for the Custodian's resignation is due to the nonpayment non-payment of its the fees and expenses due it hereunder, in which case then such shipment costs shall not be an expense of the Custodian, but shall be paid by at the expense of the Borrower; and any . Any cost of shipment arising out of the removal of the Custodian by the Lender or the Borrower resignation of the Custodian after one year from the date of this Custodial Agreement shall be at the expense of the party requesting such removalBorrower. The Borrower shall be responsible for the fees and expenses of the successor custodian and the fees and expenses for endorsing the Mortgage Notes and assigning the Mortgages to the successor custodian if required pursuant to this paragraph. (d) In the event that no successor Custodian shall have been appointed within the 60 day notice period described in Section 7(a) or 7(b) hereof, the Custodian may either (i) deliver the Mortgage Files to the Lender or its designee upon surrender of all outstanding Trust Receipts or (ii) in the event that the Lender or its designee fails to accept the Mortgage Files, petition any court of competent jurisdiction to appoint a successor custodian.

Removal or Resignation of Custodian. (a) The 10.1 Custodian may at any time resign and terminate its obligations under this Custodial Agreement upon at least 60 days' ’ prior written notice to the Borrower Seller and the LenderBuyers. Promptly after receipt of notice of the Custodian's ’s resignation, the Borrower Buyers’ shall appoint, by written instrument, a successor custodian, subject to written approval by the Lender (which approval shall not be unreasonably withheld). One original counterpart of such instrument of appointment shall be delivered to each of the LenderSeller, the Borrower, the Custodian and the successor custodian. If the successor Custodian shall not have been appointed within 60 days of the Custodian's providing such notice, the Custodian may petition any court of competent jurisdiction to appoint a successor Custodian. (b) The Lender or the Borrower, (with the consent of the Lender, which consent shall not be unreasonably withheld), 10.2 Buyers upon at least 60 15 days' ’ prior written notice to the CustodianCustodian and Seller, may remove and discharge the Custodian (or any successor custodian thereafter appointed) from the performance of its obligations under this Custodial Agreement. Promptly after the giving of notice of removal of the Custodian, the Lender Buyers shall appoint, by written instrument, a successor custodian, which appointment successor Custodian shall be reasonably acceptable satisfactory to the BorrowerSeller. One original counterpart of such instrument of appointment shall be delivered to each of the LenderSeller, the Borrower, the Custodian and the successor custodian. (c) 10.3 In the event of any such resignation or removal, the Custodian shall promptly upon the simultaneous surrender of any outstanding Trust Receipts held by Lender, transfer to the successor custodian, as directed in writing, all the Mortgage Purchased Asset Files being administered under this Custodial Agreement and, if the endorsements on the Mortgage Notes and the Assignments of Mortgage have been completed in the name of the Custodian, assign the Mortgages Custodian shall deliver and endorse without recourse the Mortgage Notes transfer or cause to the successor Custodian or as otherwise directed by the Lenderbe delivered and transferred all Purchased Assets held under this Custodial Agreement. The cost of the shipment of Mortgage Purchased Asset Files and delivery and transfer of Purchased Assets arising out of the resignation of the Custodian shall be at the expense of the Custodian unless such resignation is due to the nonpayment of its fees and expenses hereunder, in which case such expense shall be paid by the BorrowerCustodian; and any reasonable cost of shipment or delivery and transfer arising out of the removal of the Custodian by the Lender or the Borrower shall be at the expense of the party requesting such removal. The Borrower shall be responsible for the fees and expenses of the successor custodian and the fees and expenses for endorsing the Mortgage Notes and assigning the Mortgages to the successor custodian if required pursuant to this paragraphSeller.

Removal or Resignation of Custodian. (a) The Custodian may at any time resign and terminate its obligations under this Custodial Tri-Party Agreement upon at least 60 sixty (60) days' ’ prior written notice to the Borrower and the Lender. Promptly after receipt of notice of the Custodian's ’s resignation, the Borrower shall appoint, with Lender’s consent, which shall not be unreasonably withheld, by written instrument, a successor custodian, subject to written approval by the Lender . One (which approval shall not be unreasonably withheld). One 1) original counterpart of such instrument of appointment shall be delivered to each of the Lender, the Borrower, the Custodian and the successor custodian. If the successor Custodian shall not have been appointed within 60 sixty (60) days of the Custodian's ’s providing such notice, the Custodian may petition any court of competent jurisdiction to appoint a successor Custodiancustodian; provided that, prior to such appointment, the Custodian shall continue to hold all Mortgage Files in accordance with the terms hereof and shall be entitled to such compensation therefor as is herein provided. (b) The Lender or the Borrower, (with the consent of the Lender, which consent shall not be unreasonably withheld), upon at least 60 sixty (60) days' ’ prior written notice to the Custodian, may remove and discharge the Custodian (or any successor custodian thereafter appointed) from the performance of its obligations under this Custodial Agreement; provided, that if any representation or warranty in Section 9 in this Custodial Agreement ceases to be true and correct on any date of determination during the term of this Custodial Agreement (notwithstanding the fact that any such representation, warranty or covenant was true on the date hereof) or Custodian breaches any of its covenants set forth in this Tri-Party Agreement, Borrower may, upon the discovery of such default, immediately remove and discharge Custodian (or any successor custodian thereafter appointed). Promptly after Notwithstanding the giving of notice of removal foregoing, absent Lender’s consent, which consent shall not be unreasonably withheld, Borrower shall not remove or discharge any Custodian hereunder. If the successor Custodian shall not have been appointed within sixty (60) days of the Custodian’s receipt of such notice, the Lender shall appoint, by written instrument, Custodian may petition any court of competent jurisdiction to appoint a successor custodian; provided that, which appointment shall be reasonably acceptable prior to the Borrower. One original counterpart of such instrument of appointment shall be delivered to each of the Lender, the Borrowerappointment, the Custodian shall continue to hold all Mortgage Files in accordance with the terms hereof and the successor custodianshall be entitled to such compensation therefor as is herein provided. (c) In the event of any such resignation or removalremoval of the Custodian, the Custodian shall promptly upon the simultaneous surrender of any outstanding physical Trust Receipts held by LenderLender and the payment of all outstanding fees and expenses of the Custodian, transfer to the successor custodian, as directed in writing, all the Mortgage Files being administered under this Custodial Agreement and, if the endorsements on the Mortgage Notes and the Assignments of Mortgage have been completed in the name of the Custodian, assign the Mortgages and endorse without recourse the Mortgage Notes to the successor Custodian or as otherwise directed by the LenderTri-Party Agreement. The cost of the shipment of Mortgage Files arising out of the resignation of the Custodian shall be at the expense of the Custodian unless such resignation is due to the nonpayment of its fees and expenses hereunder, in which case such expense shall be paid by the Borrower; and any cost of shipment arising out of the removal of the Custodian by the Lender or the Borrower shall be at the expense of the party requesting such removal. The Borrower shall be responsible for the fees and expenses of the successor custodian and the fees and expenses for endorsing the Mortgage Notes and assigning the Mortgages to the successor custodian if required pursuant to this paragraph.

Removal or Resignation of Custodian. (a) The Custodian may at any time resign and terminate its obligations under this Custodial Agreement upon at least 60 days' prior written notice to the Borrower Borrowers and the LenderLender Agent. Promptly after receipt of notice of the Custodian's resignation, the Borrower Lender Agent shall appoint, by written instrument, a successor custodian, subject to written approval by the Lender Borrowers (which approval shall not be unreasonably withheld). One original counterpart of such instrument of appointment shall be delivered to each of the Lender, the BorrowerBorrowers, the Custodian and the successor custodian. If the successor Custodian shall not have been appointed within 60 days of the Custodian's providing such notice, the Custodian may petition any court of competent jurisdiction to appoint a successor Custodian. (b) The Lender or the BorrowerAgent, (with the consent of the Lender, which consent shall not be unreasonably withheld)Borrowers, upon at least 60 sixty (60) days' prior written notice to the CustodianCustodian and the Lender Agent, may remove and discharge the Custodian (or any successor custodian thereafter appointed) from the performance of its obligations under this Custodial Agreement. Promptly after the giving of notice of removal of the Custodian, the Lender Agent shall appoint, by written instrument, a successor custodian, which appointment shall be reasonably acceptable to with the Borrowerconsent of the Borrowers. One original counterpart of such instrument of appointment shall be delivered to each of the LenderBorrowers, the BorrowerLender Agent, the Custodian and the successor custodian. (c) In the event of any such resignation or removal, the Custodian shall promptly upon the simultaneous surrender of any outstanding Trust Receipts held by LenderReceipts, the Custodian shall promptly transfer to the successor custodian, as directed in writing, all the Mortgage Files being administered under this Custodial Agreement and, if the endorsements on the Mortgage Notes and the Assignments of Mortgage have been completed in the name of the Custodian, assign the Mortgages and endorse without recourse the Mortgage Notes to the successor Custodian or as otherwise directed in writing by the LenderLender Agent. The cost of the shipment of Mortgage Files arising out of the resignation of the Custodian Custodian, if such resignation occurs within one year from the date of this Custodial Agreement, shall be at the expense of the Custodian unless such Custodian; provided, however, that if the reason for the Custodian's resignation is due to the nonpayment non-payment of its the fees and expenses due it hereunder, in which case then such shipment costs shall not be an expense of the Custodian, but shall be paid by at the Borrower; and any expense of the Borrowers. Any cost of shipment arising out of the removal of the Custodian by the Lender or the Borrower resignation of the Custodian after one year from the date of this Custodial Agreement shall be at the expense of the party requesting such removalBorrowers. The Borrower Borrowers shall be responsible for the fees and expenses of the successor custodian and the fees and expenses for endorsing the Mortgage Notes and assigning the Mortgages to the successor custodian if required pursuant to this paragraph. (d) In the event that no successor Custodian shall have been appointed within the 60 day notice period described in Section 7(a) or 7(b) hereof, the Custodian may either (i) deliver the Mortgage Files to the Lender Agent or its designee upon surrender of all outstanding Trust Receipts or (ii) in the event that the Lender Agent or its designee fails to accept the Mortgage Files, petition any court of competent jurisdiction to appoint a successor custodian.

Removal or Resignation of Custodian. (a) The Custodian may at any time resign and terminate its obligations under this Custodial Agreement upon at least 60 days' prior written notice to the Borrower Servicer, the Initial Class A Certificateholder, the Trust and the LenderOwner Trustee. Promptly after receipt of notice of the Custodian's resignation, the Borrower Majority Certificateholders shall appoint, by written instrument, a successor custodian, subject acceptable to written approval by the Lender (which approval shall not be unreasonably withheld)them in their sole discretion. One original counterpart of such instrument of appointment shall be delivered to each of the Lender, the Borrower, the Loan Custodian and the successor custodian. If the successor Custodian shall not have been appointed within 60 days of the Custodian's providing such notice, the Custodian may petition any court of competent jurisdiction to appoint a successor Custodian. (b) The Lender or the Borrower, (with the consent of the Lender, which consent shall not be unreasonably withheld)Majority Certificateholders, upon at least 60 days' prior written notice to the Custodian, the Servicer and the Trust, may remove and discharge the Custodian (or any successor custodian thereafter appointed) from the performance of its obligations under this Custodial Agreement. Promptly after the giving of notice of removal of the Custodian, the Lender Majority Certificateholders shall appoint, by written instrument, a successor custodian, which appointment shall be reasonably custodian acceptable to the Borrower. One original counterpart of such instrument of appointment shall be delivered to each of the Lender, the Borrower, the Custodian and the successor custodianthem in their sole discretion. (c) In the event of any such resignation or removal, the Custodian shall promptly upon the simultaneous surrender of any outstanding Trust Receipts held by Lender, transfer to the successor custodian, as directed in writing, all the Mortgage Custodial Loan Files being administered under this Custodial Agreement and, if the any endorsements on the Mortgage Notes and Promissory Notes, the Assignments of Mortgage or Assignments of Loan Documents have been completed in the name of the Custodian, assign the Mortgages such Mortgages, Loan Documents and endorse without recourse the Mortgage recourse, representation or warranty such Promissory Notes to the successor Custodian or as otherwise directed by the LenderOwner Trustee. The cost of the shipment of Mortgage Custodial Loan Files arising out of the resignation of the Custodian shall be at the expense of the Custodian unless such resignation is due to the nonpayment of its fees and expenses hereunder, in which case such expense shall be paid by the BorrowerCustodian; and any cost of shipment arising out of the removal of the Custodian by the Lender or the Borrower shall be at the expense of the party requesting such removalServicer. The Borrower Servicer shall be responsible for the fees and expenses of the successor custodian and the fees and expenses for endorsing the Mortgage Promissory Notes and assigning the Mortgages to the successor custodian if required pursuant to this paragraph. If no successor Custodian is appointed within the 60 days written notice period, the Custodian may petition a court of competent jurisdiction to appoint a successor Custodian.

Removal or Resignation of Custodian. (a) The Custodian may at any time resign and terminate its obligations under this Custodial Agreement upon at least 60 days' ’ prior written notice to the Borrower Seller and the LenderBuyers. Promptly after receipt of notice of the Custodian's ’s resignation, the Borrower Buyers shall appoint, by written instrument, a successor custodian, subject to written approval by the Lender Seller (which approval shall not be unreasonably withheld). One original counterpart of such instrument of appointment shall be delivered to each of the LenderBuyers, the BorrowerSeller, the Custodian and the successor custodian. If the successor Custodian shall not have been appointed within 60 days of the Custodian's ’s providing such notice, the Custodian may petition any court of competent jurisdiction to appoint a successor Custodian. (b) The Lender or the Borrower, Buyers (with the consent of the LenderSeller, which consent shall not be unreasonably withheld), upon at least 60 30 days' ’ prior written notice to the Custodian, may remove and discharge the Custodian (or any successor custodian thereafter appointed) from the performance of its obligations under this Custodial Agreement. Promptly after the giving of notice of removal of the Custodian, the Lender Buyers shall appoint, by written instrument, a successor custodian, which appointment shall be reasonably acceptable to the BorrowerSeller. One original counterpart of such instrument of appointment shall be delivered to each of the LenderBuyers, the BorrowerSeller, the Custodian and the successor custodian. (c) In the event of any such resignation or removal, the Custodian shall shall, promptly upon the simultaneous surrender of any outstanding Trust Receipts held by LenderBuyer, transfer to the successor custodian, as directed in writing, all the Mortgage Files being administered under this Custodial Agreement and, if the endorsements on the Mortgage Notes and the Assignments of Mortgage have been completed in the name of the Custodian, assign the Mortgages and endorse without recourse the Mortgage Notes to the successor Custodian or as otherwise directed by the LenderAgreement. The cost of the shipment of Mortgage Files arising out of the resignation of the Custodian shall be at the expense of the Custodian unless such resignation is due to the nonpayment of its fees and expenses hereunder, in which case such expense shall be paid by the BorrowerSeller; and any cost of shipment arising out of the removal of the Custodian by the Lender Buyers or the Borrower Seller for cause shall be at the expense of the party requesting such removalCustodian. The Borrower cost of shipment arising out of the removal of the Custodian by Buyers or the Seller without cause shall be at the expense of the Seller. The Seller shall be responsible for the fees and expenses of the successor custodian and the fees and expenses for endorsing the Mortgage Notes and assigning the Mortgages to the successor custodian if required pursuant to this paragraph.