Common use of REPLACEMENT OF CUSTODIAN Clause in Contracts

REPLACEMENT OF CUSTODIAN. (a) No resignation or removal of the Custodian and no appointment of a successor Custodian shall become effective until the acceptance of appointment by the successor Custodian pursuant to this Section. The Lender and the Borrower may agree to remove the Custodian by so notifying the Custodian and appointing a successor Custodian. The Custodian may resign from the obligations and duties hereby imposed upon it upon giving sixty (60) days written notice to the Lender and the Borrower. (b) Either the Lender or the Borrower may remove the Custodian if (i) the Custodian fails to comply with Section 5.4, (ii) the Custodian is adjudged a bankrupt or insolvent, (iii) a receiver or other public officer takes charge of the Custodian or its property, or (iv) the Custodian otherwise becomes incapable of acting. (c) If the Custodian resigns or is removed, or if a vacancy exists in the office of the Custodian for any reason, the Lender shall promptly appoint (with the consent of the Borrower - such consent not to be unreasonable withheld) a successor Custodian by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Custodian and one copy to the successor Custodian. If no successor Custodian shall have been so appointed, the Lender or the resigning Custodian may petition any court of competent jurisdiction for the appointment of a successor Custodian. (d) The Custodian hereby agrees that it shall take all actions reasonably necessary and shall cooperate with the Lender and the Borrower to facilitate any transfer of the Custodial Files and all of its obligations, duties and rights hereunder. Any successor Custodian shall be a depository institution subject to supervision or examination by federal or state authority and shall be able to satisfy the other requirements contained in Section 5.4.

REPLACEMENT OF CUSTODIAN. (a) No resignation or removal of the Custodian and no appointment of a successor Custodian shall become effective until the acceptance of appointment by the successor Custodian pursuant to this SectionSection 10.8. The Lender and the Borrower Custodian may agree to resign at any time by so notifying Customer. SunAmerica may remove the Custodian by so notifying the Custodian and appointing may appoint a successor Custodian. The Custodian may resign from the obligations and duties hereby imposed upon it upon giving sixty shall be removed if: (60a) days written notice to the Lender and the Borrower. (b) Either the Lender or the Borrower may remove the Custodian if (i) the Custodian fails to comply with Section 5.4, 10.11; (iib) the Custodian is adjudged a bankrupt or insolvent, ; (iiic) a receiver or other public officer takes charge of the Custodian or its property, ; or (ivd) the Custodian otherwise becomes incapable of acting. (c) . If the Custodian resigns or is removed, removed or if a vacancy exists in the office of the Custodian for any reasonreason (Custodian in such event being referred to herein as the retiring Custodian), the Lender SunAmerica shall promptly appoint (with a successor Custodian. A successor Custodian shall deliver a written acceptance of its appointment to the consent retiring Custodian and to Customer, and SunAmerica. Thereupon the resignation or removal of the Borrower - such consent not to be unreasonable withheld) a retiring Custodian shall become effective, and the successor Custodian shall have all the rights, powers and duties of Custodian under this Agreement. The successor Custodian shall mail a notice of its succession to each Purchaser Representative. The retiring Custodian shall promptly transfer all Warehouse Assets or other property held by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning it as Custodian and one copy pursuant hereto to the successor Custodian. All out-of-pocket expenses of Custodian incurred in connection with such transfer (other than a transfer upon a removal of Custodian for cause) shall be reimbursed by Customer. If no a successor Custodian shall have been so appointeddoes not take office within 60 days after the retiring Custodian resigns or is removed, the Lender or the resigning Custodian retiring Custodian, SunAmerica may petition any court of competent jurisdiction for the appointment of a successor Custodian. (d) The . Notwithstanding the replacement of Custodian hereby agrees that it pursuant to this Section, Customer's and Servicer's obligations under Section 10.7 shall take all actions reasonably necessary and shall cooperate with continue for the Lender and the Borrower to facilitate any transfer benefit of the Custodial Files and all of its obligations, duties and rights hereunderretiring Custodian. Any successor Custodian shall not be a depository institution subject to supervision liable for the acts or examination by federal or state authority and shall be able to satisfy the other requirements contained in Section 5.4omissions of any successor Custodian.

REPLACEMENT OF CUSTODIAN. (a) No resignation or removal of the Custodian and no appointment of a successor Custodian shall become effective until the acceptance of appointment by the successor Custodian pursuant to this SectionSection 10.8. The Lender and the Borrower Custodian may agree to resign at any time by so notifying Customer. Buyer may remove the Custodian by so notifying the Custodian and appointing may appoint a successor Custodian. The Custodian may resign from the obligations and duties hereby imposed upon it upon giving sixty shall be removed if: (60a) days written notice to the Lender and the Borrower. (b) Either the Lender or the Borrower may remove the Custodian if (i) the Custodian fails to comply with Section 5.4, 10.11; (iib) the Custodian is adjudged a bankrupt or insolvent, ; (iiic) a receiver or other public officer takes charge of the Custodian or its property, ; or (ivd) the Custodian otherwise becomes incapable of acting. (c) . If the Custodian resigns or is removed, removed or if a vacancy exists in the office of the Custodian for any reasonreason (Custodian in such event being referred to herein as the retiring Custodian), the Lender Buyer shall promptly appoint (with a successor Custodian. A successor Custodian shall deliver a written acceptance of its appointment to the consent retiring Custodian and to Customer, and Buyer. Thereupon the resignation or removal of the Borrower - such consent not to be unreasonable withheld) a retiring Custodian shall become effective, and the successor Custodian shall have all the rights, powers and duties of Custodian under this Agreement. The successor Custodian shall mail a notice of its succession to Buyer and each Purchaser Representative. The retiring Custodian shall promptly transfer all Warehouse Assets or other property held by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning it as Custodian and one copy pursuant hereto to the successor Custodian. All out-of-pocket expenses of Custodian incurred in connection with such transfer (other than a transfer upon a removal of Custodian for cause) shall be reimbursed by Customer. If no a successor Custodian shall have been so appointeddoes not take office within sixty (60) days after the retiring Custodian resigns or is removed, the Lender or the resigning Custodian retiring Custodian, Buyer may petition any court of competent jurisdiction for the appointment of a successor Custodian. (d) The . Notwithstanding the replacement of Custodian hereby agrees that it pursuant to this Section 10.8, Customer’s and Servicer’s obligations under Section 10.7 shall take all actions reasonably necessary and shall cooperate with continue for the Lender and the Borrower to facilitate any transfer benefit of the Custodial Files and all of its obligations, duties and rights hereunderretiring Custodian. Any successor Custodian shall not be a depository institution subject to supervision liable for the acts or examination by federal or state authority and shall be able to satisfy the other requirements contained in Section 5.4omissions of any successor Custodian.