Common use of Termination by Custodian Clause in Contracts

Termination by Custodian. The Custodian may terminate its obligations under this Agreement upon at least 60 days' notice to the Depositor, the Master Servicer, each Servicer and the Trustee. The costs associated with the termination of this Agreement by the Custodian, including all costs associated with the transfer of the Custodial Files, shall be borne by the Custodian. In the event of such termination, the Trustee shall promptly appoint a successor custodian. The Trustee shall provide notification of a successor custodian to the Master Servicer and each Servicer. The Trustee's appointment of a successor custodian shall be subject to the consent of the Depositor, which consent shall not be unreasonably withheld. The payment of such successor custodian's fees and expenses with respect to each Mortgage Loan shall be solely the responsibility of the Master Servicer. Upon such appointment the Custodian shall promptly transfer to the successor custodian, as directed, all Custodial Files being administered under this Agreement. If no successor is so appointed and approved by the end of such 60 day period, the Custodian shall be entitled to petition a court of competent jurisdiction for the appointment of a successor custodian. The Master Servicer shall be responsible for the payment or reimbursement of such successor custodian's reasonable fees and expenses in connection with the performance of such successor custodian's obligations under this Agreement.