Common use of Effect of Resignation or Removal Clause in Contracts

Effect of Resignation or Removal. The resignation, removal or bankruptcy of the GUC Trust Administrator shall not operate to terminate the GUC Trust or to revoke any existing agency created pursuant to the terms of the Plan, the Confirmation Order or this Trust Agreement or invalidate any action theretofore taken by the GUC Trust Administrator. The exculpation, indemnity and limitation of liability provisions of Article X of this Trust Agreement shall survive the resignation, removal or bankruptcy of the GUC Trust Administrator. All fees and expenses properly incurred by the GUC Trust Administrator prior to the resignation, Incompetency, removal or bankruptcy of the GUC Trust Administrator shall be paid from the GUC Trust Administrative Cash, or Residual Wind-Down Assets, as applicable, unless such fees and expenses are disputed by (x) the GUC Trust Monitor or (y) the successor GUC Trust Administrator, in which case the Bankruptcy Court shall resolve the dispute and any disputed fees and expenses of the predecessor GUC Trust Administrator that are subsequently allowed by the Bankruptcy Court shall be paid from the GUC Trust Administrative Cash or Residual Wind-Down Assets, as applicable. In the event of the resignation, removal or bankruptcy of the GUC Trust Administrator, such GUC Trust Administrator shall: (a) promptly execute and deliver such documents, instruments and other writings as may be reasonably requested by the successor GUC Trust Administrator or directed by the Bankruptcy Court to effect the termination of such GUC Trust Administrator’s capacity under this Trust Agreement; (b) promptly deliver to the successor GUC Trust Administrator all documents, instruments, records and other writings related to the GUC Trust as may be in the possession of such GUC Trust Administrator; and (c) otherwise assist and cooperate in effecting the assumption of its obligations and functions by such successor GUC Trust Administrator.

Effect of Resignation or Removal. The resignation, removal removal, or bankruptcy incompetency of the GUC Liquidation Trust Administrator shall not operate to terminate the GUC Liquidation Trust or to revoke any existing agency created pursuant to the terms of this Agreement, the Plan, Plan or the Confirmation Order or this Trust Agreement or invalidate any action theretofore taken by the GUC Trust Administrator. The exculpation, indemnity and limitation of liability provisions of Article X of this Trust Agreement shall survive the resignation, removal or bankruptcy of the GUC Liquidation Trust Administrator. All fees and expenses properly incurred by the GUC Liquidation Trust Administrator prior to the resignation, Incompetency, incompetency or removal or bankruptcy of the GUC Liquidation Trust Administrator shall be paid from the GUC Trust Administrative Cash, or Residual Wind-Down Assets, as applicableProceeds, unless such fees and expenses are disputed by (xa) the GUC Liquidation Trust Monitor Committee or (yb) the successor GUC Liquidation Trust Administrator, in which case the Bankruptcy Court shall resolve the dispute and any disputed fees and expenses of the predecessor GUC Liquidation Trust Administrator that are subsequently allowed by the Bankruptcy Court shall be paid from the GUC Trust Administrative Cash or Residual Wind-Down Assets, as applicableProceeds. In the event of the resignation, resignation or removal or bankruptcy of the GUC Liquidation Trust Administrator, such GUC Liquidation Trust Administrator shall: : (ai) promptly execute and deliver such documents, instruments and other writings as may be reasonably requested by the successor GUC Liquidation Trust Administrator or directed by the Bankruptcy Court to effect the termination of such GUC Liquidation Trust Administrator’s capacity under this Trust Agreement; ; (bii) promptly deliver to the successor GUC Liquidation Trust Administrator all documents, instruments, records and other writings related to the GUC Liquidation Trust as may be in the possession of such GUC Liquidation Trust Administrator; and provided that such Liquidation Trust Administrator may retain one copy of each of such documents for its purposes; and (ciii) otherwise assist and cooperate in effecting the assumption of its obligations and functions by such successor GUC Liquidation Trust Administrator. From and after its resignation or removal, the Liquidation Trust Administrator shall be paid for its reasonable fees and expenses, including attorneys' fees and expenses, incurred in transitioning administration of the Liquidation Trust to the successor Liquidation Trust Administrator or otherwise complying with any request or demand of the successor Liquidation Trust Administrator or the Liquidation Trust Committee as set forth in this Section 8.3.

Effect of Resignation or Removal. The resignation, removal or bankruptcy of the GUC Trust Administrator shall not operate to terminate the GUC Trust or to revoke any existing agency created pursuant to the terms of the Plan, the Confirmation Order or this Trust Agreement or invalidate any action theretofore taken by the GUC Trust Administrator. The exculpation, indemnity and limitation of liability provisions of Article X of this Trust Agreement shall survive the resignation, removal or bankruptcy of the GUC Trust Administrator. All fees and expenses properly incurred by the GUC Trust Administrator prior to the resignation, Incompetency, removal or bankruptcy of the GUC Trust Administrator shall be paid from the GUC Avoidance Action Trust Administrative CashCash (other than in respect of the Other Debtor Residual Accepted Assets and activities related thereto), from the Other Debtor Residual Trust Administrative Cash (in respect of the Other Debtor Residual Accepted Assets and activities related thereto) or Residual Wind-Down Assets, as applicablefrom Avoidance Action Trust SEC Reporting Cash (in respect of Avoidance Action Trust SEC Reporting Costs in accordance with Section 2.3(e) hereof), unless such fees and expenses are disputed by (x) the GUC Trust Monitor or (y) the successor GUC Trust Administrator, in which case the Bankruptcy Court shall resolve the dispute and any disputed fees and expenses of the predecessor GUC Trust Administrator that are subsequently allowed by the Bankruptcy Court shall be paid from the GUC Avoidance Action Trust Administrative Cash (other than in respect of the Other Debtor Residual Accepted Assets and activities related thereto), from the Other Debtor Residual Trust Administrative Cash (in respect of the Other Debtor Residual Accepted Assets and activities related thereto) or Residual Wind-Down Assets, as applicablefrom Avoidance Action Trust SEC Reporting Cash (in respect of Avoidance Action Trust SEC Reporting Costs in accordance with Section 2.3(e) hereof). In the event of the resignation, removal or bankruptcy of the GUC Trust Administrator, such GUC Trust Administrator shall: (a) promptly execute and deliver such documents, instruments and other writings as may be reasonably requested by the successor GUC Trust Administrator or directed by the Bankruptcy Court to effect the termination of such GUC Trust Administrator’s capacity under this Trust Agreement; (b) promptly deliver to the successor GUC Trust Administrator all documents, instruments, records and other writings related to the GUC Trust as may be in the possession of such GUC Trust Administrator; and (c) otherwise assist and cooperate in effecting the assumption of its obligations and functions by such successor GUC Trust Administrator.