Removal of Custodian. The Trustee, with or without cause, may (but is not obligated to, unless requested to do so by a majority of Certificateholders) (i) require the Custodian to complete the endorsements on the Mortgage Notes and to complete and record the Assignments of Mortgage (in either case, at no expense to the Custodian), and/or (ii) upon at least 45 days' notice remove and discharge the Custodian from the performance of its duties under this Agreement by written notice from the Trustee to the Custodian. Having given notice of such removal, the Trustee promptly shall appoint a successor Custodian (and if the Custodian is removed at the direction of a majority of Certificateholders such successor shall be selected by such majority) to act on behalf of the Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee, with an original to the successor Custodian. In addition, the Trustee may terminate the Custodian upon written notice with respect to some or all of the Mortgage Loans upon the sale or other transfer of such Mortgage Loans to a subsequent purchaser. In the event of any removal, the Custodian shall, at the expense of the Trust, promptly transfer to the successor custodian or subsequent purchaser, as directed, all Custodial Files being administered under this Agreement relating to such Mortgage Loans, and shall assign the Mortgages and endorse the Mortgage Notes to the successor Custodian or subsequent purchaser if the endorsements on the Mortgage Notes and the Assignments of Mortgages have been completed in the name of the Custodian.
Removal of Custodian. The Trustee, with or without cause, may upon at least 60 days’ notice remove and discharge the Custodian from the performance of its duties under this Agreement by written notice from the Trustee to the Custodian, with a copy to the Servicer. Having given notice of such removal, the Trustee promptly shall appoint (at the direction of the Depositor and with the consent of the Servicer) a successor Custodian to act on behalf of the Trustee by written instrument, one original counterpart of which instrument shall be retained by 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, 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 Agreement. In the event of any such removal and appointment the Trust Fund shall be responsible for the fees and expenses of the existing and successor Custodian.
Removal of Custodian. (a) The Administrative Agent, upon (i) at least thirty (30) days prior written notice to the Custodian, the Servicer and the Borrower, may remove and discharge the Custodian (or any successor custodian thereafter appointed), with cause and (ii) at least sixty (60) days prior written notice to the Custodian, the Servicer and the Borrower, may remove and discharge the Custodian (or any successor custodian thereafter appointed), without cause, from the performance of its obligations under this Custodial Agreement; provided, that the Administrative Agent shall not remove or discharge the Custodian without cause without the consent of the Borrower, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, upon a merger, conversion, consolidation or other reorganization of the Custodian as described in Section 4(i) above, the Administrative Agent, with the consent of the Borrower, may remove and discharge the Custodian upon fifteen (15) days prior written notice. Promptly after the giving of notice of removal of the Custodian, the Administrative Agent shall appoint, by written instrument, a successor custodian, which appointment shall require the consent of the Borrower, which consent shall not be unreasonably withheld. One original counterpart of such instrument of appointment shall be delivered to each of the Administrative Agent, the Servicer, the Borrower, the Custodian and the successor custodian.
Removal of Custodian. The Purchaser, with or without cause, may (i) require the Custodian to complete the endorsements on the Mortgage Notes and to complete and record the Assignments of Mortgage (in either case, at no expense to the Custodian), and/or (ii) upon at least 30 days' notice remove and discharge the Custodian from the performance of its duties under this Agreement by written notice from the Purchaser to the Custodian. Having given notice of such removal (other than in the event of a termination), the Purchaser promptly shall appoint a successor Custodian to act on behalf of the Purchaser by written instrument, one original counterpart of which instrument shall be delivered to the Purchaser, with an original to the successor Custodian. In the event of any removal, the Custodian shall, at the expense of the Trust, promptly transfer to the successor Custodian or subsequent purchaser, as directed, all Custodial Files being administered under this Agreement relating to such Mortgage Loans, and shall assign the Mortgages and endorse the Mortgage Notes to the successor Custodian or subsequent purchaser if the endorsements on the Mortgage Notes and the Assignments of Mortgages have been completed in the name of the Custodian. Additionally, the Trustee may remove the Custodian upon notice if the Custodian defaults in its obligations under Section 32.
Removal of Custodian. The Purchaser, with or without cause, or following a resignation, removal or termination of the 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 remove and discharge the Custodian from the performance of its duties under this Agreement by written notice from the Purchaser to the Custodian, with a copy to the Seller and the Servicer. Having given notice of such removal, the Purchaser promptly shall appoint a successor Custodian to act on behalf of the Purchaser by written instrument, one original counterpart of which instrument shall be delivered to the Purchaser, 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 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 appointment, the Seller shall be responsible for the fees of the successor Custodian.
Removal of Custodian. The Trustee or DLJMC with or without cause, may upon at least 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 DLJMC. Having given notice of such removal, DLJMC, 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 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 DLJMC shall be responsible for the fees and expenses of the existing and successor Custodian. If the Trustee removes the Custodian without cause, the Trustee shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor Custodian and for all applicable release fees of the Custodian. If DLJMC removes the Custodian, 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. 8 Section 13. Transfer of Custodial Files............................................................9 Section 14.
Removal of Custodian. Upon at least 45 days' prior written notice to the Custodian, and only for cause, the Purchaser may remove and discharge the Custodian from the performance of its duties under this Agreement. Having given notice of such removal, the Purchaser promptly shall appoint a successor Custodian to act on behalf of the Purchaser by written instrument, one original counterpart of which instrument shall be delivered to the Custodian. Any termination by the Purchaser shall be accompanied or followed promptly by proper instructions in writing setting forth the names of the persons to whom the Custodian shall deliver the Additional Collateral. The Custodian will deliver promptly the Additional Collateral to the persons so specified, after deducting therefrom any amounts which the Custodian is owed for services or reimbursement of expenses hereunder. The Purchaser shall be responsible for the fees of the successor Custodian.
Removal of Custodian. Subject to Section 22 regarding appointment of a successor Xxxxxxxxx, the Indenture Trustee, with or without cause, may remove and discharge the Custodian from the performance of its duties under this Agreement by written notice from the Indenture Trustee to the Custodian (with sixty days' prior written notice, in the case of termination without cause), with a copy to the Trust and to the Servicer. Two days prior to the effective date of such removal, the Indenture Trustee shall notify the Servicer in writing of the successor Xxxxxxxxx's name, address, contact information and telephone number.
Removal of Custodian. Company may upon at least 30 days' notice remove and discharge Custodian from the performance of its duties under this Agreement by written notice from Company to Custodian, with a copy to Servicer. In the event of any such removal, Custodian shall promptly transfer to Company, or as otherwise directed by the Company, the Mortgage File. Such removal of Custodian shall not affect the obligations and duties of Servicer under the Servicing Agreement.
