Common use of Termination by Custodian Clause in Contracts

Termination by Custodian. The Custodian may terminate its obligations under this Custodial Agreement upon at least 60 days' notice to the Servicer and the Purchaser. The costs associated with the termination of this Custodial Agreement by the Custodian, including all costs associated with the transfer of the Custodial Files shall be borne by the Custodian, provided that such costs shall not include any higher custodial fees paid by the Purchaser or the Servicer to a successor Custodian and provided, further, that in the event that the Custodian resigns due to nonpayment of the Custodian's fees and expenses, the costs associated with the transfer of the Custodial Files shall be borne by the Purchaser. In the event of such termination, the Purchaser shall appoint a successor Custodian. If a successor Custodian is not appointed within 60 days, the Custodian may petition a court of competent jurisdiction for the appointment of a successor. The payment of such successor Custodian's fees and expenses with respect to each Mortgage Loan shall be solely the responsibility of the Purchaser or the Servicer, as the case may be. Upon such appointment 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 Mortgage have been completed in the name of the Custodian, or as otherwise directed by the Purchaser.

Termination by Custodian. The Custodian may terminate its obligations under this Custodial Agreement upon at least 60 days' ’ notice to the Servicer and the Purchaser. The costs associated with the termination of this Custodial Agreement by the Custodian, including all costs associated with the transfer of the Custodial Files shall be borne by the Custodian, provided that such costs shall not include any higher custodial fees paid by the Purchaser or the Servicer to a successor Custodian and provided, further, that in the event that the Custodian resigns due to nonpayment of the Custodian's ’s fees and expenses, the costs associated with the transfer of the Custodial Files shall be borne by the Purchaser. In the event of such termination, the Purchaser shall appoint a successor Custodian. If a successor Custodian is not appointed within 60 days, the Custodian may petition a court of competent jurisdiction for the appointment of a successor. The payment of such successor Custodian's ’s fees and expenses with respect to each Mortgage Loan shall be solely the responsibility of the Purchaser or the Servicer, as the case may bePurchaser. Upon such appointment 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 Mortgage have been completed in the name of the Custodian, or as otherwise directed by the Purchaser.

Termination by Custodian. The Custodian may terminate its obligations under this Custodial Agreement and resign upon at least 60 days' ’ prior written notice to the Servicer Trustee, the Master Servicer, the Depositor and the Purchaser. The costs associated with the termination of this Custodial Agreement by the Custodian, including all costs associated with the transfer of the Custodial Files shall be borne by the Custodian, provided that such costs shall not include any higher custodial fees paid by the Purchaser or the Servicer to a successor Custodian and provided, further, that in the event that the Custodian resigns due to nonpayment of the Custodian's fees and expenses, the costs associated with the transfer of the Custodial Files shall be borne by the PurchaserServicers. In the event of such termination, the Purchaser Trustee shall appoint a successor Custodiancustodian and shall notify the Depositor, the Master Servicer and the Servicers of such appointment. If a The payment of such successor custodian’s fees and expenses shall be solely the responsibility of the Master Servicer. Upon such appointment, the Custodian shall promptly transfer at its expense (if the Custodian terminates without cause) to the successor custodian, as directed by the Trustee, all Custodial Files being administered under this Custodial Agreement. In the event that no successor custodian is not appointed within 60 daysthirty (30) days after written notice of Custodian’s resignation is received by the Trustee, the Master Servicer, the Depositor, and the Servicers, the Custodian may petition a court of competent jurisdiction for to appoint a successor custodian or deliver the appointment of a successorCustodial Files to the Trustee. The payment of such successor Custodian's fees and expenses with respect to each Mortgage Loan shall be solely Notwithstanding the responsibility foregoing, in the event of the Purchaser Master Servicer’s failure to pay the fees or expenses to the ServicerCustodian within thirty (30) days of the delivery of an invoice therefor, as the case may be. Upon such appointment the Custodian shall promptly transfer have the right to terminate this Custodial Agreement upon at least thirty (30) days’ prior written notice to the successor CustodianTrustee, as directedthe Master Servicer, all the Depositor and the Servicers and thereupon deliver the Custodial Files being administered to the Trustee. No termination or resignation of the Custodian shall be effective hereunder 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, 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 Mortgage have been completed in the name of the Custodian, or as otherwise directed by the Purchaser.

Termination by Custodian. The Custodian may terminate its obligations under this Custodial Agreement hereunder upon at least 60 ninety (90) days' ’ prior written notice to Purchaser and Seller. Such resignation shall take effect upon (i) the Servicer and the Purchaser. The costs associated with the termination appointment of this Custodial Agreement by the Custodian, including all costs associated with the transfer of the Custodial Files shall be borne by the Custodian, provided that such costs shall not include any higher custodial fees paid by the Purchaser or the Servicer to a successor Custodian and acceptable to Purchaser; provided, furtherhowever, that in if no Default or Event of Default has occurred and is continuing, any such successor Custodian shall also be subject to the event that reasonable approval of Seller; and (ii) delivery of all Mortgage Loan Files to the Custodian resigns due to nonpayment of the Custodian's fees and expenses, the costs associated with the transfer of the Custodial Files shall be borne by the Purchaser. In the event of such termination, the Purchaser shall appoint a successor Custodian. If a no successor Custodian is not appointed within 60 dayssuch ninety (90) day period, Custodian at the Custodian expense of Seller may petition a court of competent jurisdiction for to appoint a successor Custodian or deliver the Mortgage Loan Files to Purchaser. Upon such termination and appointment of a successor. The successor Custodian and surrender of all outstanding Master Mortgage Loan Trust Receipts and the payment of such successor Custodian's all unpaid fees and expenses due to Custodian with respect to each Mortgage Loan shall be solely the responsibility of the Purchaser or the Servicerthis Agreement pursuant to Section 12 herein, as the case may be. Upon such appointment the Custodian shall promptly transfer to the successor Custodian, as directeddirected in writing by Purchaser, all Custodial Mortgage Loan Files being administered under this Custodial Agreement. All reasonable costs incurred in shipping shall be the responsibility of Seller; provided, and shall assign the Mortgages and endorse the Mortgage Notes to the successor Custodianhowever, if the endorsements on the Mortgage Notes and the Assignments of Mortgage have been completed in the name of the Custodianevent that Custodian has terminated this Agreement for cause, or as otherwise directed by the PurchaserSeller shall be responsible for any costs incurred in connection with such termination.

Termination by Custodian. The Custodian may terminate its obligations under this Custodial Agreement upon at least 60 days' ’ prior written notice to the Servicer Trustee, the Master Servicer, the Depositor and the Purchaser. The costs associated with the termination of this Custodial Agreement by the Custodian, including all costs associated with the transfer of the Custodial Files shall be borne by the Custodian, provided that such costs shall not include any higher custodial fees paid by the Purchaser or the Servicer to a successor Custodian and provided, further, that in the event that the Custodian resigns due to nonpayment of the Custodian's fees and expenses, the costs associated with the transfer of the Custodial Files shall be borne by the PurchaserServicers. In the event of such termination, the Purchaser Trustee shall appoint a successor Custodian and shall notify the Depositor, the Master Servicer and the Servicers of such appointment. The payment of such successor Custodian’s fees and expenses shall be solely the responsibility of the Master Servicer. If a Upon such appointment, the Custodian shall promptly transfer at its expense (if the Custodian terminates without cause) to the successor Custodian, as directed by the Trustee, all Custodial Files being administered under this Custodial Agreement. In the event that no successor Custodian is not appointed within 60 daysthirty (30) days after written notice of Custodian’s resignation is received by the Trustee, the Master Servicer, the Depositor, and the Servicers, the Custodian may petition a court of competent jurisdiction for to appoint a successor Custodian or deliver the appointment of a successorCustodial Files to the Trustee. The payment of such successor Custodian's fees and expenses with respect to each Mortgage Loan shall be solely Notwithstanding the responsibility foregoing, in the event of the Purchaser Master Servicer’s failure to pay the fees or expenses to the ServicerCustodian within thirty (30) days of the delivery of an invoice therefor, as the case may be. Upon such appointment the Custodian shall promptly transfer have the right to terminate this Agreement upon at least thirty (30) days’ prior written notice to the successor CustodianTrustee, as directedthe Master Servicer, all the Depositor and the Servicers and thereupon deliver the 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 Mortgage have been completed in the name of the Custodian, or as otherwise directed by the PurchaserTrustee.