Common use of Removal of Custodian Clause in Contracts

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 PurchaserTrustee at the direction of the Depositor, 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 may upon a failure by the Custodian to perform or observe any term of this Agreement, may at least 60 days’ notice remove and discharge the Custodian from the performance of its duties under this Agreement by written notice from the Purchaser Trustee to the Custodian, with a copy to the Seller and the Servicer. Having given notice of such removal, the Purchaser Trustee at the direction of the Depositor promptly shall appoint (with the consent of the related Servicer) a successor Custodian to act on behalf of the Purchaser Trustee by written instrument, one original counterpart of which instrument shall be delivered to retained by the PurchaserTrustee, with a copy to the Seller related Servicer and the Servicer Depositor, and an original to the successor Custodian. In the event of any such removal, the Custodian shall shall, upon the Trustee’s surrender of the Trust Receipt and Initial Certifications and Final Certification, as applicable, 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, removal and appointment the Seller Trust Fund shall be responsible for the fees and expenses of the existing and successor Custodian.

Removal of Custodian. The PurchaserTrustee or Depositor, 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 may upon a failure by the Custodian to perform or observe any term of this Agreement, may at least 60 days' notice remove and discharge the Custodian from the performance of its duties under this Agreement by written notice from the Purchaser Trustee to the Custodian, with a copy to the Seller and the Servicer. Having given notice of such removal, the Purchaser Trustee or the Depositor promptly shall appoint (with the consent of the Servicer, which shall not unreasonably be withheld) a successor Custodian to act on behalf of the Purchaser Trustee by written instrument, one original counterpart of which instrument shall be delivered to retained by the PurchaserTrustee, with a copy to the Seller and the Servicer Servicer, and an original to the successor Custodian. In the event of any such removal, the Custodian shall 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, 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 removal and appointment, the Seller Trustee and the Trust Fund shall be responsible for the fees and expenses of the existing Custodian as set forth in the Section 9. The Trust Fund shall be responsible for the fees and expenses of the successor Custodian.

Removal of Custodian. The PurchaserTrustee or Depositor, 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 may upon a failure by the Custodian to perform or observe any term of this Agreement, may at least 60 days’ notice remove and discharge the Custodian from the performance of its duties under this Agreement by written notice from the Purchaser Trustee to the Custodian, with a copy to the Seller and the Servicer. Having given notice of such removal, the Purchaser Trustee or the Depositor promptly shall appoint (with the consent of the Servicer, which shall not unreasonably be withheld) a successor Custodian to act on behalf of the Purchaser Trustee by written instrument, one original counterpart of which instrument shall be delivered to retained by the PurchaserTrustee, with a copy to the Seller and the Servicer Servicer, and an original to the successor Custodian. In the event of any such removal, the Custodian shall 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, 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 removal and appointment, the Seller Trustee and the Trust Fund shall be responsible for the fees and expenses of the existing Custodian as set forth in the Section 9. The Trust Fund shall be responsible for the fees and expenses of the successor Custodian.

Removal of Custodian. The PurchaserTrustee at the direction of the Depositor, 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 may upon a failure by the Custodian to perform or observe any term of this Agreement, may at least 60 days' notice remove and discharge the Custodian from the performance of its duties under this Agreement by written notice from the Purchaser Trustee to the Custodian, with a copy to the Seller and the Servicer. Having given notice of such removal, the Purchaser Trustee at the direction of the Depositor promptly shall appoint (with the consent of the Servicer) a successor Custodian to act on behalf of the Purchaser Trustee by written instrument, one original counterpart of which instrument shall be delivered to retained by the PurchaserTrustee, with a copy to each of the Seller Servicer and the Servicer Depositor, and an original to the successor Custodian. In the event of any such removal, the Custodian shall shall, upon the Trustee's surrender of the Trust Receipt and Initial Certifications and Final Certification, as applicable, 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, removal and appointment the Seller Trust Fund shall be responsible for the fees and expenses of the existing and successor Custodian.

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 Indenture Trustee may upon a failure by the Custodian to perform or observe any term of this Agreement, may at least sixty (60) days' notice remove and discharge the Custodian Custodian, with cause, from the performance of its duties under this Agreement by written notice from the Purchaser Indenture Trustee to the Custodian, with a copy to the Seller Servicer; provided however, if the Custodian fails to deliver any information, certifications or reports required under Section 4, the Indenture Trustee may remove and discharge the Custodian immediately upon written notice to the Custodian with a copy to the Servicer. Having given notice of such removal, the Purchaser Indenture Trustee promptly shall appoint a successor Custodian to act on behalf of the Purchaser Indenture Trustee by written instrument, one original counterpart of which instrument shall be delivered to retained by the PurchaserIndenture Trustee, with a copy to the Seller and the Servicer Servicer, and an original to the successor Custodian. In the event of any such removal, the Custodian shall shall, upon the Indenture Trustee's surrender of the Trust Receipt and Initial Certification and Final Trust Receipt, as applicable, 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, removal and appointment the Seller Trust fund shall be responsible for the fees and expenses of the existing and successor Custodian.