Fiscal Agent shall be appointed by the Funding Lender (from any of the institutions approved by the
<br />Governmental Lender to serve as a fiscal agent or trustee) with Written Notice thereof delivered to the
<br />Governmental Lender, the Borrower, the Servicer, if any, and the retiring Fiscal Agent, and the successor
<br />Fiscal Agent so appointed shall, forthwith upon its acceptance of such appointment, become the successor
<br />Fiscal Agent and supersede the successor Fiscal Agent appointed by such receiver or Fiscal Agent. If no
<br />successor Fiscal Agent shall have been appointed by the Governmental Lender or the Funding Lender and
<br />accepted appointment in the manner hereinafter provided, the Fiscal Agent may petition any court of
<br />competent jurisdiction for the appointment of a successor Fiscal Agent.
<br />(e) The retiring Fiscal Agent shall cause Written Notice of each resignation and each
<br />removal of the Fiscal Agent and each appointment of a successor Fiscal Agent to be provided to the
<br />Funding Lender. Each notice shall include the name of the successor Fiscal Agent and the address of the
<br />office of the successor Fiscal Agent.
<br />Section 11.11. Acceptance of Appointment by Successor.
<br />(a) Every successor Fiscal Agent appointed hereunder shall execute, acknowledge and
<br />deliver to the Governmental Lender and to the retiring Fiscal Agent an instrument accepting such
<br />appointment, and thereupon the resignation or removal of the retiring Fiscal Agent shall become effective
<br />and such successor Fiscal Agent, without any further act, deed or conveyance, shall become vested with
<br />all the estates, properties, rights, powers, trusts and duties of the retiring Fiscal Agent; notwithstanding
<br />the foregoing, on request of the Governmental Lender or the successor Fiscal Agent, such retiring Fiscal
<br />Agent shall, upon payment of its charges, execute and deliver an instrument conveying and transferring to
<br />such successor Fiscal Agent upon the trusts herein expressed all the estates, properties, rights, powers and
<br />trusts of the retiring Fiscal Agent, and shall duly assign, transfer and deliver to such successor Fiscal
<br />Agent all property and money held by such retiring Fiscal Agent hereunder. Upon request of any such
<br />successor Fiscal Agent, the Governmental Lender shall execute any and all instruments for more fully and
<br />certainly vesting in and confirming to such successor Fiscal Agent all such estates, properties, rights,
<br />powers and trusts.
<br />(b) No successor Fiscal Agent shall accept its appointment unless at the time of such
<br />acceptance such successor Fiscal Agent shall be qualified and eligible under this Article, to the extent
<br />operative.
<br />Section 11.12. Merger, Conversion, Consolidation or Succession to Business. Any
<br />corporation into which the Fiscal Agent may be merged or with which it may be consolidated, or any
<br />corporation resulting from any merger, conversion or consolidation to which the Fiscal Agent shall be a
<br />party, or any corporation succeeding to all or substantially all of the corporate trust business of the Fiscal
<br />Agent, shall be the successor of the Fiscal Agent hereunder, provided such corporation shall be otherwise
<br />qualified and eligible under this Article, to the extent operative, without the execution or filing of any
<br />paper or any further act on the part of any of the parties hereto. Notwithstanding the foregoing, any such
<br />successor Fiscal Agent shall cause Written Notice of such succession to be delivered to the Funding
<br />Lender `vr'ithiii 3o days ^vf s'uCh S'~vicessio n.
<br />Section 11.13. Appointment of Co-Fiscal Agent. It is recognized that in case of litigation
<br />under this Funding Loan Agreement, the Borrower Loan Agreement, any other Borrower Loan Document
<br />or the Regulatory Agreement, and in particular in case of the enforcement of any of them on default, or in
<br />case the Fiscal Agent deems that by reason of any present or future law of any jurisdiction it may not
<br />exercise any of the powers, rights or remedies herein granted to the Fiscal Agent or hold title to the
<br />properties, in trust, as herein provided, or take any other action which may be desirable or necessary in
<br />connection therewith, it may be necessary that the Fiscal Agent appoint an additional individual or
<br />C:1IlsersitadlDesktoplSanta Ana HA Washington Place 39
<br />FLA.doc
<br />DRAFT 11/28/12 8:39AM
<br />
|