Common use of Removal of Custodian Clause in Contracts

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. (a) The Administrative AgentAgent or the Borrower, upon (i) at least thirty (30) days prior written notice to the Custodian, the Servicer Custodian and the Borrowerother party, may remove and discharge the Custodian (or any successor custodian thereafter appointed), with cause cause, and (ii) at least sixty (60) days prior written notice to the Custodian, the Servicer Custodian and the Borrowerother party, and with the consent of the other party (which consent shall not be unreasonably withheld), 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 that, if a Default or an Event of Default has occurred and is continuing, (Y) the Administrative Agent Borrower’s consent shall not be required as a condition to Agent’s removing or discharging the Custodian without cause, and (Z) the Borrower shall have no right to 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 noticecause. 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 shall, unless a Default or an Event of Default has occurred and is continuing, 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. (a) The Administrative AgentAgent or the Borrower, upon (i) at least thirty (30) days prior written notice to the Custodian, the Servicer Custodian and the Borrowerother party, may remove and discharge the Custodian (or any successor custodian thereafter appointed), with cause cause, and (ii) at least sixty (60) days prior written notice to the Custodian, the Servicer Custodian and the Borrowerother party, 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 that, unless a Default or an Event of Default has occurred and is continuing, neither the Administrative Agent nor the Borrower shall not remove or discharge the Custodian without cause without the consent of the Borrowerother party, 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 shall, unless a Default or an Event of Default has occurred and is continuing, 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.