Resignation by Custodian Sample Clauses

Resignation by Custodian. The Custodian may resign as custodian under this Agreement upon at least 60 days’ notice to the Depositor, the Master Servicer, the Servicer, the Subservicer, the NIMS Insurer and the Trustee. The costs associated with the resignation of the Custodian, including all costs associated with the transfer of the Custodial Files, shall be borne by the Custodian. In the event of such resignation, the Trustee shall promptly appoint a successor custodian acceptable to the NIMS Insurer to serve as Custodian hereunder. Upon such appointment the Custodian shall promptly transfer to the successor custodian, as directed, all Custodial Files being administered under this Agreement. If no successor is so appointed and approved by the end of such 60-day period, the Custodian shall deliver all Custodial Files to the Trustee. The Seller shall be responsible for the payment or reimbursement of such successor custodian's reasonable fees and expenses in connection with the performance of such successor custodian's obligations under this Agreement.
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Resignation by Custodian. (EXISTING PLANS AND/OR NEW PLANS). The Custodian shall have the right to resign as custodian under any existing Plan at any time but only if either: (a) the securities and other property in which the funds of the Planholders are invested have been completely liquidated and the proceeds of such liquidation have been distributed to the Planholders; or (b) a successor custodian, meeting with the approval of the Sponsor and having the qualifications prescribed in Section I(B)(1)(a) above, has been designated by the resigning Custodian or the Sponsor and the successor custodian has accepted such custodianship. Notwithstanding the above, the Custodian shall have the right, upon at least 90 days' written notice to the Sponsor, to terminate its obligation to accept any new Pioneer Independence Plans for custodianship hereunder In addition, the obligation of the Custodian to accept any new Pioneer Independence Plans for custodianship hereunder shall terminate if the Sponsor: (1) fails to maintain an effective registration statement under the 1933 Act covering the issuance of Pioneer Independence Plans; (2) fails to cause the requirements of the 1940 Act to remain satisfied in connection with the issuance of Pioneer
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Resignation by Custodian. 6 Section 16.
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Resignation by Custodian. The Custodian may resign as custodian under this Agreement upon at least 60 days' prior written notice to the Depositor, the Servicer, the Securities Administrator and the Trustee. If the Custodian resigns without reasonable cause, the costs associated with the resignation of the Custodian, including all costs associated with the transfer of the Mortgage Files, shall be borne by the Custodian; otherwise all such costs shall be borne by the Trust Fund unless the reason for such resignation is caused by the Trustee, in which case the Trustee shall pay. The parties agree that non-payment of Custodian's fees and expenses shall constitute reasonable cause for resignation. In the event of such resignation, the Trustee shall promptly appoint a successor custodian to serve as Custodian hereunder. Upon such appointment the Custodian shall promptly transfer to the successor custodian, as directed, all Mortgage Files being administered under this Agreement. If no successor is so appointed and approved by the end of such 60-day period, the Custodian shall deliver all Mortgage Files to the Trustee. The Securities Administrator shall be responsible for the payment or reimbursement of such successor custodian's reasonable fees and expenses in connection with the performance of such successor custodian's obligations under this Agreement as provided in Section 5 above.
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Resignation by Custodian. The Custodian may resign as custodian under this Agreement upon at least thirty (30) days’ prior written notice to the Lender. In the event of such resignation, the Lender shall promptly appoint a successor custodian (at the Lender’s own expense) to serve as the custodian hereunder. Upon such appointment and payment of all outstanding and unpaid fees of the Custodian, the Custodian shall promptly transfer to the successor custodian, as directed in writing by the Lender, all Mortgage Asset Files being administered by Custodian under this Agreement. If no successor is so appointed and approved by the end of such thirty (30) day period, the Custodian shall deliver all Mortgage Asset Files to the Lender at the address set forth in Section 17 hereto unless otherwise instructed by a Designated Officer of Lender. The Custodian shall be responsible for the expenses of transferring the Mortgage Asset Files to the successor custodian or the delivery of the Mortgage Asset Files to the Lender under this Section 15, as applicable, unless Custodian is resigning due to Xxxxxx’s breach of this Agreement including but not limited to Xxxxxx’s failure to pay custodial fees within thirty (30) days of written notice from the Custodian that same are due and unpaid. In all cases, the Custodian will have no obligation with respect to the fees or expenses of any successor custodian. With respect to any Electronic Mortgage Loan Documents upon the appointment of a successor custodian, the Custodian will remove from its possession and shall delete all Electronic Mortgage Loan Documents held in its possession pursuant to this Agreement and in accordance with the Custodian’s customary retention and purging policies and procedures of electronic files and data.
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Resignation by Custodian. Section 17. Term of Agreement. Section 18. Notices. Section 19. Successors and Assigns. Section 20. Limitation on Liability 12 Section 21. Custodian Obligations Regarding Genuineness of Documents. Section 22. Shipment of Documents. Section 23. Authorized Representatives. 13 Section 24. Amendments. Section 25. Third-Party Beneficiary. 13 EXHIBIT A MORTGAGE LOAN SCHEDULE EXHIBIT B-1 FORM OF INITIAL CERTIFICATION EXHIBIT B-2 FORM OF INTERIM CERTIFICATION EXHIBIT B-3 FORM OF FINAL CERTIFICATION EXHIBIT B-4 FORM OF REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT EXHIBIT B-5 FORM OF LOST NOTE AFFIDAVIT EXHIBIT B-6 FORM OF ENDORSEMENT EXHIBIT C AUTHORIZED REPRESENTATIVES OF THE CUSTODIAN EXHIBIT D AUTHORIZED REPRESENTATIVES OF THE TRUSTEE EXHIBIT E AUTHORIZED REPRESENTATIVES OF THE MASTER SERVICER EXHIBIT F-1 AUTHORIZED REPRESENTATIVES OF THE SERVICER (FIELDSTONE MORTGAGE COMPANY) EXHIBIT F-2 AUTHORIZED REPRESENTATIVES OF THE SUBSERVICER (CHASE MANHATTAN MORTGAGE COMPANY) This is a Custodial Agreement (the “Agreement”), dated and effective as of September 1, 2003, by and between Xxxxx Fargo Bank Minnesota, National Association, as custodian (the “Custodian”), and HSBC Bank USA (the “Trustee”).
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Related to Resignation by Custodian

  • Mitigation by Custodian Upon the occurrence of any event which causes or may cause any loss, damage or expense to the Fund, (i) the Custodian shall, (ii) the Custodian shall cause any applicable Domestic Subcustodian or Foreign Sub-Subcustodian to, and (iii) the Custodian shall use its best efforts to cause any applicable Interim Sub-Subcustodian or Special Subcustodian to, use all commercially reasonable efforts and take all reasonable steps under the circumstances to mitigate the effects of such event and to avoid continuing harm to the Fund.

  • Resignation by the Agent (a) The Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents at any time by giving 30 days' prior written notice (as provided in the Agreement) to the Debtors and the Secured Parties. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below. (b) Upon any such notice of resignation, the Secured Parties, acting by a Majority in Interest, shall appoint a successor Agent hereunder. (c) If a successor Agent shall not have been so appointed within said 30-day period, the Agent shall then appoint a successor Agent who shall serve as Agent until such time, if any, as the Secured Parties appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by the Debtors on demand.

  • Indemnification by Custodian The Custodian shall indemnify and hold harmless the Trust from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising directly or indirectly out of any action taken or omitted to be taken by an Indemnified Party as a result of the Indemnified Party’s refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Custodian, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “Trust” shall include the Trust’s trustees, officers and employees.

  • Resignation and Removal of the Depositary; Appointment of Successor Depositary The Depositary may at any time resign as Depositary hereunder by written notice of resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2), or (ii) the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal, which removal shall be effective on the later of (i) the 90th day after delivery thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2), or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the City of New York. Every successor depositary shall be required by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor (other than as contemplated in Sections 5.8 and 5.9). The predecessor depositary, upon payment of all sums due it and on the written request of the Company, shall, (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in Sections 5.8 and 5.9), (ii) duly assign, transfer and deliver all of the Depositary’s right, title and interest to the Deposited Property to such successor, and (iii) deliver to such successor a list of the Holders of all outstanding ADSs and such other information relating to ADSs and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly provide notice of its appointment to such Holders. Any entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

  • Termination by Resignation Subject to Section 3.2, below, Executive’s employment and the Company’s obligations under this Agreement shall terminate automatically, effective immediately upon Executive’s provision of written notice to the Company of Executive’s resignation from employment with the Company or at such other time as may be mutually agreed between the Parties following the provision of such notice.

  • Termination and Resignation of Agent (a) The Agent may be terminated at any time upon ten (10) days prior written notice from the Senior Noteholder. In the event that the Agent is terminated pursuant to this Section 30, all of its rights and obligations under this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date of such termination. (b) The Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Note Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to the Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. JPM, as Initial Agent, may transfer its rights and obligations to a Servicer, the Trustee or the Certificate Administrator, as successor Agent, at any time without the consent of any Note Holder. Notwithstanding the foregoing, Note Holders hereby agree that, simultaneously with the closing of the Lead Securitization, the Master Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of JPM without any further notice or other action. The termination or resignation of such Master Servicer, as Master Servicer under the Lead Securitization Servicing Agreement, shall be deemed a termination or resignation of such Master Servicer as Agent under this Agreement.

  • Resignation and Removal of the Depositary The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by 120 days prior written notice of such removal, to become effective upon the later of (i) the 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor and shall deliver to such successor a list of the Owners of all outstanding American Depositary Shares. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

  • Acceptance by Custodian Subject to the provisions of the following paragraph, pursuant to the Custodial Agreement, the Custodian, on behalf of the Trustee, will declare that it holds and will hold the documents delivered to it pursuant to Section 2.01(a) above and the other documents constituting a part of the Owner Mortgage Loan Files or Retained Mortgage Loan Files (after the occurrence of a Document Transfer Event) delivered to it in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. Upon execution of this Agreement, the Custodian will deliver to the Depositor and the Trustee an initial certification in the form of Exhibit N hereto, to the effect that, except as may be specified in a list of exceptions attached thereto, it has received the original Mortgage Notes relating to each Mortgage Loan on the Mortgage Loan Schedule. The Custodian will review each Owner Mortgage Loan File within 45 days after execution of this Agreement. The Custodian will deliver no later than 30 days after completion of such review to the Depositor and the Trustee a final certification in the form of Exhibit O hereto to the effect that, except as may be specified in a list of exceptions attached thereto, all required documents set forth in Section 2.01(a) have been executed and received and appear regular on their face, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule based on a comparison of the Mortgage Loan identifying number, Mortgagor name and street address, and in so doing the Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If there are exceptions attached to the final certification, the Depositor shall have a period of 60 days after the date of receipt of the final certification within which to correct or cure any such defects. The Depositor hereby covenants and agrees that, if any material defect is not so corrected or cured, the Depositor will, not later than 60 days after receipt of the final certification referred to above respecting such defects, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to the Repurchase Price or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Depositor set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Net Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. The Depositor shall determine the Repurchase Price or the eligibility of any Substitute Mortgage Loan and the Trustee shall be protected in relying on such determination. In the case of a repurchased Mortgage Loan or property, the Repurchase Price shall be deposited by the Depositor in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File (and Retained Mortgage Loan File, if required pursuant to Section 2.01(b) hereof) relating thereto shall be delivered to the Custodian and the Substitution Principal Amount (if any), together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the applicable Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Custodian of a Request for Release signed by an officer of the Depositor, the Custodian shall release to the Depositor the Owner Mortgage Loan File (and Retained Mortgage Loan File, if applicable) of the Mortgage Loan being removed. The Trustee shall execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall enforce the obligation of the applicable Servicer under the related Servicing Agreement to take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Depositor legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Depositor to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Custodian to give the final certification or the Trustee to give any notice within the required time periods shall not affect or relieve the Depositor's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02.

  • RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do delivered to the Company, to become effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of its appointment as provided in the Deposit Agreement. The Depositary in its discretion may at any time appoint a substitute or additional custodian or custodians.

  • Resignation and Removal of Depositary; the Custodian The Depositary may resign as Depositary by written notice of its election to do so delivered to the Company, or be removed as Depositary by the Company by written notice of such removal delivered to the Depositary. The Depositary may appoint substitute or additional Custodians and the term "Custodian" refers to each Custodian or all Custodians as the context requires.

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