Common use of Removal of Custodian Clause in Contracts

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 With or without cause, may with sixty (but is not obligated to60) days’ notice, unless requested to do so by a majority of Certificateholders(a) (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 prior to the Custodian)occurrence of an Event of Default the Issuer may, and/or with the prior written consent of the Control Party, or (iib) upon at least 45 days' notice following the occurrence of an Event of Default, the Control Party may, remove and discharge the Custodian from the performance of its duties under this Agreement Indenture with respect to any or all of the Contracts and related Contract Files by written notice from the Trustee Issuer or the Control Party, as the case may be, to the Custodian, with a copy to the Trustee and the Servicer. Having given notice of such removal, the Trustee Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shall, by written instrument and with the consent of the Control Party (if the notice of removal came from the Issuer), 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) custodian to act on behalf of the Trustee by written instrumentIssuer in replacement of the Custodian under this Indenture, one original counterpart of which instrument successor Custodian shall be delivered satisfactory 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 purchaserControl Party in its sole discretion. In the event of any such removal, the Custodian shallshall promptly transfer to the successor custodian, as directed, all affected Contracts and related Contract Files. In the event of removal of the Custodian for cause and the appointment of a successor custodian under this Indenture, the expenses of transferring the Contracts and related Contract Files to the successor custodian shall be at the expense of the TrustCustodian. In the event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, promptly transfer as the case may be, and the appointment of a successor custodian under this Indenture, the Issuer shall be responsible for the expenses of transferring the Contracts and related Contract Files to the successor custodian or subsequent purchasercustodian. Notwithstanding the foregoing, as directed, all Custodial this Indenture shall remain in full force and effect with respect to any Contracts and related Contract Files being administered under for which this Agreement relating Indenture is not terminated hereunder. The Custodian may petition a court of competent jurisdiction to appoint a successor hereunder if no successor is appointed within 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 Custodian60-day notice period.

Removal of Custodian. The Trustee, with or without causecause (at the direction of the Servicer), 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 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 Trustee Servicer, with the consent of the Trustee, promptly shall appoint a successor Custodian (and if which may be the Custodian is removed at Trustee or an affiliate of the direction of a majority of Certificateholders such successor shall be selected by such majorityTrustee) 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 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 such removal, the Custodian shall, at the expense of the Trust, shall promptly transfer to the successor custodian or subsequent purchaserCustodian, as directed, all Custodial Files being administered under this Agreement relating to Custodial Agreement. In the event of any such Mortgage Loansappointments 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, and the Servicer shall assign be responsible for payment of all expenses incurred in the Mortgages and endorse transmission of the Mortgage Notes Custodial Files to the successor Custodian or subsequent purchaser if and for all applicable release fees of the endorsements on Custodian. If the Mortgage Notes and Servicer removes the Assignments Custodian, the Servicer shall be responsible for payment of Mortgages have been completed all expenses incurred in the name 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, 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, 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 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. Having given notice of such removal, the Trustee Trustee, promptly shall appoint a successor Custodian (and if which may be the Custodian is removed at Trustee or an affiliate of the direction of a majority of Certificateholders such successor shall be selected by such majorityTrustee) to act on behalf of the Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee, with Trustee and an original to the successor Custodian. In additionCustodian (with a copy delivered to each Servicer), provided that any such successor Custodian shall meet the Trustee may terminate criteria set forth in 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 purchaserfollowing paragraph. In the event of any such removal, the Custodian shall, at the expense of the Trust, shall promptly transfer to the successor custodian or subsequent purchaserCustodian, as directed, all Custodial Files being administered under this Agreement relating to Custodial Agreement. In the event of any such Mortgage Loansappointments the 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 assign be the Mortgages and endorse responsibility of the Mortgage Notes removed 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 or subsequent purchaser if the endorsements on the Mortgage Notes and the Assignments of Mortgages have been completed in the name for all applicable release fees of the Custodian. Any successor Custodian shall at all times be a corporation or association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $5,000,000, subject to supervision or examination by federal or state authority and with a credit rating which would not cause either of the Rating Agencies to reduce their respective then current Ratings of the Certificates (or having provided such security from time to time as is sufficient to avoid such reduction) as evidenced in writing by each Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 12 the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time a successor Custodian shall cease to be eligible in accordance with the provisions of this Section 12, such successor Custodian shall resign immediately and be replaced as specified in the previous paragraph. The entity serving as successor Custodian may have normal banking and trust relationships with the Depositor and its affiliates or a Servicer and its affiliates; provided, however, that such entity cannot be an affiliate of the Seller, the Depositor or a Servicer.

Removal of Custodian. The Trustee, 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 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. Having given notice of such removal, the Trustee Trustee, promptly shall appoint a successor Custodian (and if which may be the Custodian is removed at Trustee or an affiliate of the direction of a majority of Certificateholders such successor shall be selected by such majorityTrustee) to act on behalf of the Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee, with Trustee and an original to the successor Custodian. In additionCustodian (with a copy delivered to each Servicer), provided that any such successor Custodian shall meet the Trustee may terminate criteria set forth in 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 purchaserfollowing paragraph. In the event of any such removal, the Custodian shall, at the expense of the Trust, shall promptly transfer to the successor custodian or subsequent purchaserCustodian, as directed, all Custodial Files being administered under this Agreement relating to Custodial Agreement. In the event of any such Mortgage Loansappointments the Trustee shall be responsible for the fees and expenses of the existing and successor Custodian, and unless the Custodian shall assign be removed for cause, in which case the Mortgages and endorse reasonable cost delivering the Mortgage Notes Custodial Files shall be the responsibility of the removed 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 or subsequent purchaser if the endorsements on the Mortgage Notes and the Assignments of Mortgages have been completed in the name for all applicable release fees of the Custodian. Any successor Custodian shall at all times be a corporation or association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $5,000,000, subject to supervision or examination by federal or state authority and with a credit rating which would not cause either of the Rating Agencies to reduce their respective then current Ratings of the Certificates (or having provided such security from time to time as is sufficient to avoid such reduction) as evidenced in writing by each Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 12 the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time a successor Custodian shall cease to be eligible in accordance with the provisions of this Section 12, such successor Custodian shall resign immediately and be replaced as specified in the previous paragraph. The entity serving as successor Custodian may have normal banking and trust relationships with the Depositor and its affiliates or a Servicer and its affiliates; provided, however, that such entity cannot be an affiliate of the Seller, the Depositor or a Servicer.

Removal of Custodian. The Trustee, with With Respect to Some or All of the Mortgage Loans. With or without cause, the Trustee 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 with 60 days' notice to the Custodian remove and discharge the Custodian from the performance of its duties under this Agreement with cause, or at the direction of the Depositor, without cause, with respect to any or all of the Mortgage Loans by written notice from the Trustee to the Custodian, with a copy to the Depositor, the Master Servicer and all applicable Servicers and delivery of all outstanding Final Certifications. Having given notice of such removal, the Trustee promptly shall shall, by written instrument, with a copy to the Depositor and the applicable Servicer(s) and an original to the successor custodian or document custodian, (i) 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) custodian 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 replace the Custodian upon written notice under this Agreement, (ii) designate a document custodian to receive the Custodial Files with respect to some or all of the Mortgage Loans upon removed from this Agreement, or (iii) take delivery of the sale Custodial Files. The Trustee's appointment of a successor custodian or other transfer document custodian shall be subject to the consent of such Mortgage Loans to a subsequent purchaserthe Depositor, which consent shall not be unreasonably withheld. In the event of any such removal, the Custodian shallshall promptly transfer to the successor custodian, as directed, all affected Custodial Files. In the event of removal of the Custodian for cause and the appointment of a successor custodian under this Agreement, the expenses of transferring the Custodial Files to the successor custodian shall be at the expense of the TrustCustodian. In the event of removal of the Custodian without cause by the Trustee and the appointment of a successor custodian under this Agreement, promptly transfer the Master Servicer, on behalf of the Depositor, shall be responsible for the expenses of transferring the Custodial Files to the successor custodian. In all cases, the fees of the successor custodian or subsequent purchaserhereunder shall be paid by the Master Servicer on behalf of the Depositor or, if the Master Servicer fails to pay such fees, then as directedprovided in Section 6 above. Notwithstanding the foregoing, all Custodial Files being administered under this Agreement relating shall remain in full force and effect with respect to such any 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 CustodianLoans for which this Agreement is not terminated hereunder.

Removal of Custodian. The Trustee, 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 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. Having given notice of such removal, the Trustee Trustee, promptly shall appoint a successor Custodian (and if which may be the Custodian is removed at Trustee or an affiliate of the direction of a majority of Certificateholders such successor shall be selected by such majorityTrustee) to act on behalf of the Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee, with Trustee and an original to the successor Custodian. In additionCustodian (with a copy delivered to each Servicer), provided that any such successor Custodian shall meet the Trustee may terminate criteria set forth in 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 purchaserfollowing paragraph. In the event of any such removal, the Custodian shall, at the expense of the Trust, shall promptly transfer to the successor custodian or subsequent purchaserCustodian, as directed, all Custodial Files being administered under this Agreement relating to Custodial Agreement. In the event of any such Mortgage Loansappointments the 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 assign be the Mortgages and endorse responsibility of the Mortgage Notes removed 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 or subsequent purchaser if the endorsements on the Mortgage Notes and the Assignments of Mortgages have been completed in the name for all applicable release fees of the Custodian. Any successor Custodian shall at all times be a corporation or association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $5,000,000, subject to supervision or examination by federal or state authority and with a credit rating which would not cause either of the Rating Agencies to reduce their respective then current Ratings of the Certificates (or having provided such security from time to time as is sufficient to avoid such reduction) as evidenced in writing by each Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 12 the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time a successor Custodian shall cease to be eligible in accordance with the provisions of this Section 12, such successor Custodian shall resign immediately and be replaced as specified in the previous paragraph. The entity serving as successor Custodian may have normal banking and trust relationships with the Depositor and its affiliates or a Servicer and its affiliates; provided, however, that such entity cannot be an affiliate of the Seller, the Depositor, the Master Servicer or a Servicer.

Removal of Custodian. The Trustee, with or without cause, Lender 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 Custodial 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-Backed Securities by written notice from Lender to Custodian with a copy to Borrower. In the event that Lender removes Custodian from the performance of its duties under this Custodial Agreement with respect to all of the Mortgage Loans upon the sale Loans, Lender may, in its sole discretion, either appoint a successor Custodian to act on behalf of Lender by written instrument, or other transfer of such Mortgage Loans to a subsequent purchaserterminate this Custodial Agreement. In the event of any removalsuch new appointment, the Custodian shall, at the expense of the Trust, shall promptly transfer to the successor custodian or subsequent purchaserCustodian, as directed, all Custodial Files the Mortgage-Backed Securities being administered under this Custodial Agreement relating at the expense of Borrower. In the event of any such resignation or termination of this Custodial Agreement, Custodian shall follow the reasonable instructions of Lender (with the approval of Borrower which shall not be unreasonably withheld) for the disposition of the Mortgage-Backed Securities. Notwithstanding the foregoing, in the event that Lender terminates this Custodial Agreement with respect to such Mortgage Loanssome, but not all, of the Mortgage-Backed Securities, this Custodial Agreement shall remain in full force and effect with respect to any Mortgage-Backed Securities for which this Custodial Agreement is not terminated hereunder. In addition, Lender and Custodian may, at the sole option of Lender, enter into a separate custodial agreement which shall assign the Mortgages and endorse the Mortgage Notes be mutually acceptable to the successor Custodian parties with respect to any or subsequent purchaser if the endorsements on the Mortgage Notes and the Assignments of Mortgages have been completed in the name all of the CustodianMortgage-Backed Securities with respect to which this Custodial Agreement is terminated.

Removal of Custodian. The Trustee, 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 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. Having given notice of such removal, the Trustee Trustee, promptly shall appoint a successor Custodian (and if which may be the Custodian is removed at Trustee or an affiliate of the direction of a majority of Certificateholders such successor shall be selected by such majorityTrustee) to act on behalf of the Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee, with Trustee and an original to the successor Custodian. In additionCustodian (with a copy delivered to each Servicer), provided that any such successor Custodian shall meet the Trustee may terminate criteria set forth in 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 purchaserfollowing paragraph. In the event of any such removal, the Custodian shall, at the expense of the Trust, shall promptly transfer to the successor custodian or subsequent purchaserCustodian, as directed, all Custodial Files being administered under this Agreement relating to Custodial Agreement. In the event of any such Mortgage Loansappointments the 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 assign be the Mortgages and endorse responsibility of the Mortgage Notes removed 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 or subsequent purchaser if the endorsements on the Mortgage Notes and the Assignments of Mortgages have been completed in the name for all applicable release fees of the Custodian. Any successor Custodian shall at all times be a corporation or association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $5,000,000, subject to supervision or examination by federal or state authority and with a credit rating which would not cause either of the Rating Agencies to reduce their respective then current Ratings of the Certificates (or having provided such security from time to time as is sufficient to avoid such reduction) as evidenced in writing by each Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 12 the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time a successor Cxxxxxxxx shall cease to be eligible in accordance with the provisions of this Section 12, such successor Cxxxxxxxx shall resign immediately and be replaced as specified in the previous paragraph. The entity serving as successor Custodian may have normal banking and trust relationships with the Depositor and its affiliates or a Servicer and its affiliates; provided, however, that such entity cannot be an affiliate of the Seller, the Depositor or a Servicer.

Removal of Custodian. The Trustee, with With or without cause, may with sixty (but is not obligated to60) days’ notice, unless requested to do so by a majority of Certificateholders(a) (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 prior to the Custodian)occurrence of an Event of Default the Issuer may, and/or with the prior written consent of the Control Party, or (iib) upon at least 45 days' notice following the occurrence of an Event of Default, the Control Party may, remove and discharge the Custodian from the performance of its duties under this Agreement Indenture with respect to any or all of the Contracts and related Contract Files by written notice from the Trustee Issuer or the Control Party, as the case may be, to the Custodian, with a copy to the Trustee, the Note Insurer and the Servicer. Having given notice of such removal, the Trustee Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shall, by written instrument and with the consent of the Control Party (if the notice of removal came from the Issuer), 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) custodian to act on behalf of the Trustee by written instrumentIssuer in replacement of the Custodian under this Indenture, one original counterpart of which instrument successor Custodian shall be delivered satisfactory 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 purchaserControl Party in its sole discretion. In the event of any such removal, the Custodian shallshall promptly transfer to the successor custodian, as directed, all affected Contracts and related Contract Files. In the event of removal of the Custodian for cause and the appointment of a successor custodian under this Indenture, the expenses of transferring the Contracts and related Contract Files to the successor custodian shall be at the expense of the TrustCustodian. In the event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, promptly transfer as the case may be, and the appointment of a successor custodian under this Indenture, the Issuer shall be responsible for the expenses of transferring the Contracts and related Contract Files to the successor custodian or subsequent purchasercustodian. Notwithstanding the foregoing, as directed, all Custodial this Indenture shall remain in full force and effect with respect to any Contracts and related Contract Files being administered under for which this Agreement relating Indenture is not terminated hereunder. The Custodian may petition a court of competent jurisdiction to appoint a successor hereunder if no successor is appointed within 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 Custodian60-day notice period.

Removal of Custodian. The Indenture Trustee, with or without cause, may shall (but is not obligated to, unless requested to do so by a majority at the direction of Certificateholdersthe Deal Agent) (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 sixty (60) days' ’ prior written notice to Custodian (with a copy to Issuer and Deal Agent), remove and discharge the Custodian from the performance of its duties under this Agreement by written notice from the Trustee to the CustodianCustodial Agreement. Having given such notice of such removal, the Indenture 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) custodian to act on behalf of the Indenture Trustee and Issuer, as their respective rights appear herein. Such successor custodian shall accept such appointment by executing and delivering a written instrumentinstrument similar in form and substance to this Custodial Agreement and satisfactory to both of Issuer and Deal Agent, one original counterpart of which such instrument shall be delivered acknowledged by Indenture Trustee and Servicer. So long as no Event of Default (as defined in the Securitization Facility Agreements) shall have occurred and be continuing, Issuer shall have the right to consent to the Trusteeappointment of a successor custodian pursuant to this Section XI, 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 purchaserwhich consent shall not be unreasonably withheld. In the event of any such removal, the Custodian shall, at the expense of the Trust, shall promptly transfer to the successor custodian or subsequent purchasercustodian, as directeddirected by Indenture Trustee, and at the expense of Issuer, all of the Deliverables, any Deliverable Package, any Collateral File and the collateral contained therein and Possessory Collateral then in, or in the case of Subsequent Deliverables thereafter coming into, Custodian’s actual possession. In the event of any such removal, Issuer shall promptly pay Custodian its outstanding fees and expenses, if any, incurred in connection with this Custodial Files being administered under this Agreement relating to such Mortgage LoansAgreement. In the event of any appointment of a successor custodian, Issuer shall be responsible for the fees and shall assign expenses of the Mortgages Custodian 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 Custodiancustodian.

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 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. Having given notice of such removal, the Trustee promptly shall appoint a successor Custodian custodian (and if which may be the Custodian is removed at Trustee or an affiliate of the direction of a majority of Certificateholders such successor shall be selected by such majorityTrustee) hereunder to act on behalf of the Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee, with Trustee and an original to the successor Custodian. In additioncustodian (with a copy to the Master Servicer and each Servicer), provided that any such successor custodian shall meet the Trustee may terminate criteria set forth in 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 purchaserfollowing paragraph. In the event of any such removal, the Custodian shall, at the expense of the Trust, shall promptly transfer to the successor custodian or subsequent purchasercustodian, as directed, all Custodial Files being administered under this Agreement relating to Custodial Agreement. In the event of any such Mortgage Loansappointment, the Master Servicer shall be responsible for the fees and expenses of the existing and successor custodian. If the Trustee removes the Custodian for cause, the Custodian shall assign be responsible for all expenses incurred in the Mortgages and endorse transmission of the Mortgage Notes Custodial Files to the successor custodian, the Custodian or subsequent purchaser if shall not charge any release fees that would otherwise be applicable and FOAC shall be responsible for any recertification fees of the endorsements on successor custodian. In the Mortgage Notes event that no successor custodian is appointed within thirty (30) days after written notice of Custodian’s removal is received by the Trustee, the Master Servicer, the Depositor, and the Assignments of Mortgages have been completed in Servicers, the name Custodian may petition, at the Expense of the CustodianTrust, a court of competent jurisdiction to appoint a successor custodian or deliver, at its own expense, the Custodial Files to the Trustee. No termination 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. For purposes of this paragraph, “for cause” shall mean any material breach by the Custodian of its obligations hereunder. Any successor custodian shall at all times be a corporation or association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $5,000,000, subject to supervision or examination by federal or state authority and with a credit rating which would not cause any Rating Agency to reduce their respective then current ratings of the Certificates (or having provided such security from time to time as is sufficient to avoid such reduction) as evidenced in writing by each of Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 12 the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time a successor custodian shall cease to be eligible in accordance with the provisions of this Section 12, such successor custodian shall resign immediately and be replaced as specified in Section 22. The entity serving as successor custodian may have normal banking and trust relationships with the Depositor and its affiliates or each Servicer and its affiliates; provided, however, that the successor custodian cannot be an affiliate of FOAC, the Depositor or the Servicers.

Removal of Custodian. The TrusteePurchaser, 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)Mortgage, and/or (ii) upon at least 45 thirty (30) days' notice remove and discharge the Custodian from the performance of its duties under this Agreement by written notice from the Trustee Purchaser to the Custodian, with a copy to the Company. Having given notice of such removal, the Trustee Purchaser promptly (and in any event within thirty (30) days after notice of removal is given) 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 Purchaser by written instrument, one (1) original counterpart of which instrument shall be delivered to the TrusteePurchaser, with a copy to the Company and 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 such removal, the Custodian shall, at the expense of the Trust, shall promptly transfer to the successor custodian or subsequent purchaserCustodian, as directed, all Custodial Files being administered under this Agreement relating to such Mortgage LoansAgreement, and shall assign the Mortgages and endorse the Mortgage Notes to as directed by the successor Custodian or subsequent purchaser Purchaser if the endorsements endorsement on the Mortgage Notes and the Assignments of Mortgages have been completed in the name of the Custodian.; provided, that if no successor custodian shall have been appointed within thirty (30) days after notice of removal has been given, the Custodian shall deliver all of the Custodial Files to the Purchaser upon the expiration of such thirty (30) day period, and shall assign the Mortgages and endorse the Mortgage Notes to the Purchaser if the endorsements on the Mortgage Notes and the Assignments of Mortgage have been completed in the name of Custodian. In the event of any such appointment, the Purchaser shall be responsible for the fees and expenses of the existing and successor custodian. -------------------------------------------------------------------------------- NOMURA ASSET CAPITAL CORPORATION EXHIBIT R PAGE R-11 AUGUST 1, 1995 FORM OF CUSTODIAL AGREEMENT --------------------------------------------------------------------------------

Removal of Custodian. The Trustee, 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 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 CustodianCustodian and the Servicer. Having given notice of such removal, the Trustee Trustee, promptly shall appoint a successor Custodian (and if which may be the Custodian is removed at Trustee or an affiliate of the direction of a majority of Certificateholders such successor shall be selected by such majorityTrustee) to act on behalf of the Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee, with Trustee and an original to the successor Custodian. In additionCustodian (with a copy to the Servicer), provided that any such successor Custodian shall meet the Trustee may terminate criteria set forth in 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 purchaserfollowing paragraph. In the event of any such removal, the Custodian shall, at the expense of the Trust, shall promptly transfer to the successor custodian or subsequent purchaserCustodian, as directed, all Custodial Files being administered under this Agreement relating to Custodial Agreement. In the event of any such Mortgage Loansappointments the 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 shall assign expenses associated with the Mortgages and endorse the Mortgage Notes transfer of files to the successor Custodian or subsequent purchaser if shall be the endorsements on responsibility of the Mortgage Notes and removed custodian. If the Assignments Trustee removes the Custodian without cause, the Trustee shall be responsible for payment of Mortgages have been completed all expenses incurred in the name transmission of the Custodial Files to the successor Custodian and for all applicable release fees of the Custodian. Any successor Custodian shall at all times be a corporation or association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $5,000,000, subject to supervision or examination by federal or state authority and with a credit rating which would not cause either of the Rating Agencies to reduce their respective then current Ratings of the Certificates (or having provided such security from time to time as is sufficient to avoid such reduction) as evidenced in writing by each Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 12 the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time a successor Custodian shall cease to be eligible in accordance with the provisions of this Section 12, such successor Custodian shall resign immediately and be replaced as specified in the previous paragraph. The entity serving as successor Custodian may have normal banking and trust relationships with the Depositor and its affiliates or the related Servicer and their affiliates; provided, however, that such entity cannot be an affiliate of the Seller, the Depositor or the Servicer.

Removal of Custodian. The Trustee, 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 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. Having given notice of such removal, the Trustee Trustee, promptly shall appoint a successor Custodian (and if which may be the Custodian is removed at Trustee or an affiliate of the direction of a majority of Certificateholders such successor shall be selected by such majorityTrustee) to act on behalf of the Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee, with Trustee and an original to the successor Custodian. In additionCustodian (with a copy delivered to the Master Servicer), provided that any such successor Custodian shall meet the Trustee may terminate criteria set forth in 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 purchaserfollowing paragraph. In the event of any such removal, the Custodian shall, at upon the expense Trustee's prior surrender of all outstanding Trust Receipts and Certifications, and following payment of all amounts due and owing the TrustCustodian hereunder, promptly transfer to the successor custodian or subsequent purchaserCustodian, as directed, all Custodial Files being administered under this Agreement relating to Custodial Agreement. In the event of any such Mortgage Loansappointments the Trustee shall be responsible for the fees and expenses of the existing and successor Custodian. If the Trustee removes the Custodian without cause, and the Trustee shall assign be responsible for payment of all expenses incurred in the Mortgages and endorse transmission of the Mortgage Notes Custodial Files 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 for all applicable release fees of the Custodian. If the Trustee removes the Custodian because of any breach by the Custodian of any duty or obligation hereunder, the Custodian shall be responsible for payment of all expenses incurred in the transmission of the Custodial Files to the successor Custodian. Any successor Custodian shall at all times be a corporation or association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $5,000,000, subject to supervision or examination by federal or state authority and with a credit rating which would not cause either of the Rating Agencies to reduce their respective then current Ratings of the Certificates (or having provided such security from time to time as is sufficient to avoid such reduction) as evidenced in writing by each Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 12 the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time a successor Custodian shall cease to be eligible in accordance with the provisions of this Section 12, such successor Custodian shall resign immediately and be replaced as specified in the previous paragraph. The entity serving as successor Custodian may have normal banking and trust relationships with the Depositor and its affiliates or a Servicer and its affiliates; provided, however, that such entity cannot be an affiliate of the Seller, the Depositor or the Master Servicer.

Removal of Custodian. The Trustee, with With or without cause, may with sixty (but is not obligated to60) days’ notice, unless requested to do so by a majority of Certificateholders(a) (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 prior to the Custodian)occurrence of an Event of Default the Issuer may, and/or with the prior written consent of the Control Party, or (iib) upon at least 45 days' notice following the occurrence of an Event of Default, the Control Party may, remove and discharge the Custodian from the performance of its duties under this Agreement Indenture with respect to any or all of the Contracts and related Contract Files by written notice from the Trustee Issuer or the Control Party, as the case may be, to the Custodian, with a copy to the Trustee and the Servicer. Having given notice of such removal, the Trustee Issuer (prior to the occurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shall, by written instrument and with the consent of the Control Party (if the notice of removal came from the Issuer), 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) custodian to act on behalf of the Trustee by written instrumentIssuer in replacement of the Custodian under this Indenture, one original counterpart of which instrument successor Custodian shall be delivered satisfactory 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 purchaserControl Party in its sole discretion. In the event of any such removal, the Custodian shallshall promptly Transfer to the successor custodian, as directed, all affected Contracts and related Contract Files. In the event of removal of the Custodian for cause and the appointment of a successor custodian under this Indenture, the expenses of Transferring the Contracts and related Contract Files to the successor custodian shall be at the expense of the TrustCustodian. In the event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or the Control Party, promptly transfer as the case may be, and the appointment of a successor custodian under this Indenture, the Issuer shall be responsible for the expenses of Transferring the Contracts and related Contract Files to the successor custodian or subsequent purchasercustodian. Notwithstanding the foregoing, as directed, all Custodial this Indenture shall remain in full force and effect with respect to any Contracts and related Contract Files being administered under for which this Agreement relating Indenture is not terminated hereunder. The Custodian may petition a court of competent jurisdiction to appoint a successor hereunder if no successor is appointed within 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 Custodian60‑day notice period.

Removal of Custodian. The Trustee, 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 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. Having given notice of such removal, the Trustee Trustee, promptly shall appoint a successor Custodian (and if which may be the Custodian is removed at Trustee or an affiliate of the direction of a majority of Certificateholders such successor shall be selected by such majorityTrustee) to act on behalf of the Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee, with Trustee and an original to the successor Custodian. In additionCustodian (with a copy delivered to the Servicer), provided that any such successor Custodian shall meet the Trustee may terminate criteria set forth in 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 purchaserfollowing paragraph. In the event of any such removal, the Custodian shall, at the expense of the Trust, shall promptly transfer to the successor custodian or subsequent purchaserCustodian, as directed, all Custodial Files being administered under this Agreement relating to Custodial Agreement. In the event of any such Mortgage Loansappointments the 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 assign be the Mortgages and endorse responsibility of the Mortgage Notes removed 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 or subsequent purchaser if the endorsements on the Mortgage Notes and the Assignments of Mortgages have been completed in the name for all applicable release fees of the Custodian. Any successor Custodian shall at all times be a corporation or association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $5,000,000, subject to supervision or examination by federal or state authority and with a credit rating which would not cause either of the Rating Agencies to reduce their respective then current Ratings of the Certificates (or having provided such security from time to time as is sufficient to avoid such reduction) as evidenced in writing by each Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 12 the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time a successor Custodian shall cease to be eligible in accordance with the provisions of this Section 12, such successor Custodian shall resign immediately and be replaced as specified in the previous paragraph. The entity serving as successor Custodian may have normal banking and trust relationships with the Depositor and its affiliates or the Servicer and its affiliates; provided, however, that such entity cannot be an affiliate of the Seller, the Depositor or the Servicer.

Removal of Custodian. The Trustee, 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 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. Having given notice of such removal, the Trustee promptly shall appoint a successor Custodian (and if which may be the Custodian is removed at Trustee or an affiliate of the direction of a majority of Certificateholders such successor shall be selected by such majorityTrustee) hereunder to act on behalf of the Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee, with Trustee and an original to the successor Custodian. In additionCustodian (with a copy to each Servicer), provided that any such successor Custodian shall meet the Trustee may terminate criteria set forth in 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 purchaserfollowing paragraph. In the event of any such removal, the Custodian shall, at the expense of the Trust, shall promptly transfer to the successor custodian or subsequent purchaserCustodian, as directed, all Custodial Files being administered under this Agreement relating to Custodial Agreement. In the event of any such Mortgage Loansappointments the Master Servicer shall be responsible for the fees and expenses of the existing and successor Custodian. If the Trustee removes the Custodian for cause, and the Custodian shall assign be responsible for all expenses incurred in the Mortgages and endorse transmission of the Mortgage Notes Custodial Files to the successor Custodian, the Custodian shall not charge any release fees that would otherwise be applicable and the Seller shall be responsible for any recertification fees of the successor Custodian. In the event that no successor Custodian is appointed within thirty (30) days after written notice of Custodian’s removal is received by the Trustee, the Master Servicer, the Depositor, and the Servicers, the Custodian may petition, at the expense of the Trust, a court of competent jurisdiction to appoint a successor Custodian or subsequent purchaser if deliver, at its own expense, the endorsements on Custodial Files to the Mortgage Notes Trustee. Any successor Custodian shall at all times be a corporation or association organized and doing business under the Assignments laws of Mortgages have been completed a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $5,000,000, subject to supervision or examination by federal or state authority and with a credit rating which would not cause either of S&P or DBRS to reduce their respective then current ratings of the Certificates (or having provided such security from time to time as is sufficient to avoid such reduction) as evidenced in writing by each of S&P and DBRS. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 12 the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time a successor Custodian shall cease to be eligible in accordance with the provisions of this Section 12, such successor Custodian shall resign immediately and be replaced as specified in the name previous paragraph. The entity serving as successor Custodian may have normal banking and trust relationships with the Depositor and its affiliates or each Servicer and its affiliates; provided, however, that such entity cannot be an affiliate of the CustodianSeller, the Depositor or the Servicers.

Removal of Custodian. The Trustee, 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 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. Having given notice of such removal, the Trustee Trustee, promptly shall appoint a successor Custodian (and if which may be the Custodian is removed at Trustee or an affiliate of the direction of a majority of Certificateholders such successor shall be selected by such majorityTrustee) to act on behalf of the Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Trustee, with Trustee and an original to the successor Custodian. In additionCustodian (with a copy delivered to each Servicer), provided that any such successor Custodian shall meet the Trustee may terminate criteria set forth in 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 purchaserfollowing paragraph. In the event of any such removal, the Custodian shall, at the expense of the Trust, shall promptly transfer to the successor custodian or subsequent purchaserCustodian, as directed, all Custodial Files being administered under this Agreement relating to Custodial Agreement. In the event of any such Mortgage Loansappointments the Trustee shall be responsible for the fees and expenses of the existing and successor Custodian, and unless the Custodian shall assign be removed for cause, in which case the Mortgages and endorse reasonable cost delivering the Mortgage Notes Custodial Files shall be the responsibility of the removed 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 or subsequent purchaser if the endorsements on the Mortgage Notes and the Assignments of Mortgages have been completed in the name for all applicable release fees of the Custodian. Any successor Custodian shall at all times be a corporation or association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $5,000,000, subject to supervision or examination by federal or state authority and with a credit rating which would not cause either of the Rating Agencies to reduce their respective then current Ratings of the Certificates (or having provided such security from time to time as is sufficient to avoid such reduction) as evidenced in writing by each Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 12 the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time a successor Cxxxxxxxx shall cease to be eligible in accordance with the provisions of this Section 12, such successor Cxxxxxxxx shall resign immediately and be replaced as specified in the previous paragraph. The entity serving as successor Custodian may have normal banking and trust relationships with the Depositor and its affiliates or a Servicer and its affiliates; provided, however, that such entity cannot be an affiliate of the Seller, the Depositor or a Servicer.