Common use of Removal; Resignation; Succession Clause in Contracts

Removal; Resignation; Succession. The Delaware Trustee may resign at any time by giving at least sixty (60) days’ prior written notice to the Manager. The Manager may at any time remove the Delaware Trustee for Cause by written notice to the Delaware Trustee. Cause shall only result from the willful misconduct, bad faith, fraud or gross negligence of the Delaware Trustee, as determined by arbitration under the procedures described in Section 10.11. Such resignation or removal shall be effective upon the acceptance of appointment by a successor Delaware Trustee, as hereinafter provided. In case of the removal or resignation of a Delaware Trustee, the Manager may appoint a successor by written instrument. If a successor Delaware Trustee shall not have been appointed within sixty (60) days after the giving of such notice, the Delaware Trustee or any of the Beneficial Owners may apply to any court of competent jurisdiction in the United States to appoint a successor Delaware Trustee to act until such time, if any, as a successor shall have been appointed as provided above. Any successor so appointed by such court shall immediately and without further act be superseded by any successor appointed as provided above within one (1) year from the date of the appointment by such court. Any successor, however appointed, shall execute and deliver to its predecessor Delaware Trustee an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Delaware Trustee in the trusts under this Trust Agreement with like effect as if originally named the Delaware Trustee in this Trust Agreement; provided, however, that the predecessor Delaware Trustee shall take all action required to transfer title to the Trust Estate to such successor Delaware Trustee and upon the written request of such successor, such predecessor shall execute and deliver an instrument transferring to such successor, upon the trusts in this Trust Agreement expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all monies or other property then held by such predecessor upon the trusts in this Trust Agreement expressed. Any right of the Beneficial Owners against a predecessor Delaware Trustee in its individual capacity shall survive the resignation or removal of such predecessor, shall survive the dissolution and termination of the Trust, and shall survive the termination, amendment, supplement, and/or restatement of this Trust Agreement. Any successor Delaware Trustee, however appointed, shall be a bank or trust company satisfying the requirements of Section 3807(a) of the Statutory Trust Act. Any corporation into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Delaware Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Delaware Trustee may be transferred, shall, subject to the preceding sentence, be the Delaware Trustee under this Trust Agreement without further act.

Removal; Resignation; Succession. The Delaware Trustee Manager may resign at any time by giving at least sixty (60) days’ prior written notice to the ManagerDelaware Trustee. The Manager may at any time Delaware Trustee may, with the prior written consent of Beneficial Owners holding more than fifty percent (50%) of the Class 1 Beneficial Interests, remove the Delaware Trustee Manager for Cause by providing written notice to the Delaware TrusteeManager, and such removal shall become effective upon the acceptance of appointment by a successor Manager, as hereinafter provided. Such notice will provide that the Manager must either resign or, in the Manager’s sole discretion, select a qualified arbitrator within thirty (30) days to dispute such claim of Cause, and such claim of Cause will then be subject to arbitration in accordance with the procedures described in Section 10.11. Cause shall only result from the willful misconduct, bad faith, fraud or gross negligence of the Delaware TrusteeManager, as determined by arbitration under the procedures described in Section 10.11. Such The Manager will be removed upon a determination of Cause. Any resignation or removal shall be effective upon the acceptance of appointment by a successor Delaware Trustee, Manager as hereinafter provided. Any such successor Manager shall be a nationally recognized property manager in the business of managing Class A commercial real estate assets. In case of the removal or resignation of a Delaware Trusteethe Manager, the Manager Delaware Trustee may appoint a successor by written instrument. If a successor Delaware Trustee Manager shall not have been appointed within sixty (60) days after the giving of such notice, the Delaware Trustee Manager or any of the Beneficial Owners may apply to any court of competent jurisdiction in the United States to appoint a successor Delaware Trustee Manager to act until such time, if any, as a successor shall have been appointed as provided above. Any successor so appointed by such court shall immediately and without further act be superseded by any a successor appointed as provided above within one (1) year from the date of the appointment by such court. Any successor, however appointed, shall execute and deliver to its predecessor Delaware Trustee Manager an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, powers and duties and trusts of the predecessor Delaware Trustee Manager in the trusts under this Trust Agreement with like effect as if originally named the Delaware Trustee Manager in this Trust Agreement; provided, however, that the predecessor Delaware Trustee shall take all action required to transfer title to the Trust Estate to such successor Delaware Trustee and but upon the written request of such successor, such predecessor shall execute and deliver an instrument transferring to such successor, upon the trusts in this Trust Agreement expressed, all the estates, properties, rights, powers, powers and duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all monies or other property then held by such predecessor upon the trusts in this Trust Agreement expressed. Any right of the Beneficial Owners against a predecessor Delaware Trustee Manager in its individual capacity shall survive the resignation or removal of such predecessorpredecessor Manager, shall survive the dissolution and termination of the Trust, and shall survive the termination, amendment, supplement, and/or restatement of this Trust Agreement. Any successor Delaware Trustee, however appointed, shall be a bank or trust company satisfying the requirements of Section 3807(a) of the Statutory Trust Act. Any corporation into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Delaware Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Delaware Trustee may be transferred, shall, subject to the preceding sentence, be the Delaware Trustee under this Trust Agreement without further act.

Removal; Resignation; Succession. The Delaware Trustee Manager may resign at any time by giving at least sixty thirty (6030) days’ prior written notice to the Manager. The Manager may at any time remove the Delaware Trustee for Cause by written notice to the Delaware Trustee. Cause shall only result from the willful misconduct, bad faith, fraud or gross negligence of the Delaware Trustee, as determined by arbitration under the procedures described in Section 10.11and Depositor. Such resignation or removal shall be effective upon the acceptance of appointment by a successor Delaware Trustee, Manager as hereinafter provided. In case of the removal or resignation of a Delaware TrusteeManager, the Manager may appoint a successor by written instrument. If a successor Delaware Trustee Manager shall not have been appointed within sixty thirty (6030) days after the giving of such noticenotice of resignation by Manager, the Delaware Manager, Trustee or any of the Beneficial Owners Owner may apply to any court of competent jurisdiction in the United States to appoint a successor Delaware Trustee Manager to act until such time, if any, as a successor shall have been appointed as provided above. Any successor so appointed by such court shall immediately and without further act be superseded by any a successor appointed as provided above within one (1) year from the date of the appointment by such court. Further, if a court of competent jurisdiction shall have determined by final and nonappealable judgment that Manager shall have committed a criminal act, fraud or gross negligence, any Beneficial Owner or Trustee may apply to any court of competent jurisdiction in the United States to remove Manager and appoint a successor Manager to act under this Agreement. Any successor, however appointed, shall execute and deliver to its predecessor Delaware Trustee Manager an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, powers and duties and trusts of the predecessor Delaware Trustee Manager in the trusts under this Trust Agreement hereunder with like effect as if originally named the Delaware Trustee in this Trust AgreementManager herein; provided, however, that the predecessor Delaware Trustee shall take all action required to transfer title to the Trust Estate to such successor Delaware Trustee and but upon the written request of such successor, such predecessor shall execute and deliver an instrument transferring to such successor, upon the trusts in this Trust Agreement herein expressed, all the estates, properties, rights, powers, powers and duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all monies or other property then held by such predecessor upon the trusts in this Trust Agreement expressed. Any right of the Beneficial Owners against a predecessor Delaware Trustee Manager in its individual capacity shall survive the resignation or removal of such predecessorpredecessor Manager, shall survive the dissolution and termination of the Trust, and shall survive the termination, amendment, supplement, and/or restatement of this Trust Agreement. Any No successor Delaware Trustee, however appointed, Manager shall be a bank liable for the acts or trust company satisfying the requirements omissions of Section 3807(a) of the Statutory Trust Act. Any corporation into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Delaware Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Delaware Trustee may be transferred, shall, subject to the preceding sentence, be the Delaware Trustee under this Trust Agreement without further actpredecessor Manager.

Removal; Resignation; Succession. The Delaware Trustee may resign at any time by giving at least sixty (60) days’ prior written notice to the Manager. The Manager may at any time remove the Delaware Trustee for Cause cause by written notice to the Delaware Trustee. Cause shall only result from the willful misconduct, bad faith, or fraud or gross negligence of the Delaware Trustee, as determined by arbitration under the procedures described in Section 10.11. Such resignation or removal shall be effective upon the acceptance of appointment by a successor Delaware Trustee, trustee as hereinafter provided. In case of the removal or resignation of a Delaware Trusteetrustee, and with the prior written consent of Lender while the Loan is outstanding, the Manager may appoint a successor by written instrument. If a successor Delaware Trustee trustee shall not have been appointed within sixty (60) days after the giving of such notice, the Delaware Trustee or any of the Beneficial Owners may apply to any court of competent jurisdiction in the United States to appoint a successor Delaware Trustee trustee to act until such time, if any, as a successor shall have been appointed as provided above; provided the Lender approves such appointment during any period in which the Loan remains outstanding. Any successor so appointed by such court shall immediately and without further act be superseded by any successor appointed as provided above within one (1) year from the date of the appointment by such court. Any successor, however appointed, shall execute and deliver to its predecessor Delaware Trustee trustee an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Delaware Trustee trustee in the trusts under this Trust Agreement hereunder with like effect as if originally named the Delaware Trustee in this Trust Agreementherein; provided, however, that the predecessor Delaware Trustee shall take all action required to transfer title to the Trust Estate to such successor Delaware Trustee and but upon the written request of such successor, such predecessor shall execute and deliver an instrument transferring to such successor, upon the trusts in this Trust Agreement herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all monies or other property then held by such predecessor upon the trusts in this Trust Agreement herein expressed. Any right of the Beneficial Owners against a predecessor Delaware Trustee trustee in its individual capacity shall survive the resignation or removal of such predecessor, shall survive the dissolution and termination of the Trust, and shall survive the termination, amendment, supplement, and/or restatement of this Trust Agreement. Any successor Delaware Trusteetrustee, however appointed, shall be a bank or trust company satisfying the requirements of Section 3807(a) of the Statutory Trust Act. Any corporation into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such the Delaware Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Delaware Trustee may be transferred, shall, subject to the preceding sentence, be the Delaware Trustee under this Trust Agreement without further act.

Removal; Resignation; Succession. The Delaware Trustee Xxxxxxx may resign at any time by giving at least sixty (60) days’ prior written notice to the Manager. The Manager may at any time remove the Delaware Trustee for Cause with or without cause by written notice to the Delaware Trustee. Cause shall only result from the willful misconduct, bad faith, fraud or gross negligence of the Delaware Trustee, as determined by arbitration under the procedures described in Section 10.11. Such resignation or removal shall be effective upon the acceptance of appointment by a successor Delaware Trustee, Trustee as hereinafter provided. In case of the removal or resignation of a Delaware Trustee, the Manager may appoint a successor by written instrumentinstrument within sixty (60) days after delivery of such notice of resignation or removal. If a successor Delaware Trustee shall not have been appointed within such sixty (60) days after the giving of such noticeday period, the Delaware Trustee or any of the Beneficial Owners Owner may apply to any court of competent jurisdiction in the United States to appoint a successor Delaware Trustee to act until such time, if any, as a successor shall have been appointed as provided above. Any successor so appointed by such court shall immediately and without further act be superseded by any successor appointed as provided above within one (1) year from the date of the appointment by such court. Any successor, however appointed, shall execute and deliver to its predecessor Delaware Trustee trustee an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Delaware Trustee trustee in the trusts under this Trust Agreement hereunder with like effect as if originally named the Delaware Trustee in this Trust Agreementherein; provided, however, that the predecessor Delaware Trustee shall take all action required to transfer title to the Trust Estate to such successor Delaware Trustee and but upon the written request of such successor, such predecessor shall execute and deliver an instrument transferring to such successor, upon the trusts in this Trust Agreement herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all monies or other property then held by such predecessor upon the trusts in this Trust Agreement herein expressed. Any right of the Beneficial Owners against a predecessor Delaware Trustee in its individual capacity shall survive the resignation or removal of such predecessor, shall survive the dissolution and termination of the Trust, and shall survive the termination, amendment, supplement, and/or restatement of this Trust Agreement. Any successor Delaware Trustee, however appointed, shall be a bank or trust company satisfying the requirements of Section 3807(a) of the Statutory Trust Act. Any corporation Person into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, conversion or consolidation to which such Delaware Trustee shall be a party, or any corporation Person which succeeds to which all or substantially all of the corporate trust business of the Delaware Trustee may be transferredTrustee, shall, subject to the preceding sentence, be the Delaware Trustee under this Trust Agreement without the execution, delivery or filing of any paper or instrument or further actact to be done on the part of the parties hereto, except as may be required by applicable law. No successor Trustee shall be liable for the acts or omissions of any predecessor Trustee.

Removal; Resignation; Succession. The Delaware Trustee may resign at any time by giving at least sixty (60) days’ prior written notice to the Manager. The Manager may at any time remove the Delaware Trustee for Cause by written notice to the Delaware Trustee. Cause shall only result from the willful misconduct, bad faith, fraud or gross negligence of the Delaware TrusteeTrustee with respect to the Trust, as determined by arbitration under the procedures described in Section 10.11a final, nonappealable judgement of a court of competent jurisdiction. Such resignation or removal shall be effective upon the acceptance of appointment by a successor Delaware Trustee, as hereinafter provided. In case of the removal or resignation of a Delaware Trustee, the Manager may appoint a successor by written instrument. If a successor Delaware Trustee shall not have been appointed within sixty (60) days after the giving of such notice, the Delaware Trustee or any of the Beneficial Owners may apply to any court of competent jurisdiction in the United States to appoint a successor Delaware Trustee to act until such time, if any, as a successor shall have been appointed as provided above. Any successor so appointed by such court shall immediately and without further act be superseded by any successor appointed as provided above within one (1) year from the date of the appointment by such court. Any successor, however appointed, shall execute and deliver to its predecessor Delaware Trustee an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Delaware Trustee in the trusts under this Trust Agreement with like effect as if originally named the Delaware Trustee in this Trust Agreement; provided, however, that the predecessor Delaware Trustee shall take all action required to transfer title to the Trust Estate to such successor Delaware Trustee and upon the written request of such successor, such predecessor shall execute and deliver an instrument transferring to such successor, upon the trusts in this Trust Agreement expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all monies or other property then held by such predecessor upon the trusts in this Trust Agreement expressed. Any right of the Beneficial Owners against a predecessor Delaware Trustee in its individual capacity shall survive the resignation or removal of such predecessor, shall survive the dissolution and termination of the Trust, and shall survive the termination, amendment, supplement, and/or restatement of this Trust Agreement. Any successor Delaware Trustee, however appointed, shall be a bank or trust company satisfying the requirements of Section 3807(a) of the Statutory Trust Act. Any corporation into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Delaware Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Delaware Trustee may be transferred, shall, subject to the preceding sentence, be the Delaware Trustee under this Trust Agreement without further act.

Removal; Resignation; Succession. The Delaware Trustee may resign at any time by giving at least sixty (60) days’ prior written notice to the Manager. The Manager may at any time remove the Delaware Trustee for Cause with or without cause by written notice to the Delaware Trustee. Cause shall only result from the willful misconduct, bad faith, fraud or gross negligence of the Delaware Trustee, as determined by arbitration under the procedures described in Section 10.11. Such resignation or removal shall be effective upon the acceptance of appointment by a successor Delaware Trustee, Trustee as hereinafter provided. In case of the removal or resignation of a Delaware Trustee, the Manager may appoint a successor by written instrumentinstrument within sixty (60) days after delivery of such notice of resignation or removal. If a successor Delaware Trustee shall not have been appointed within such sixty (60) days after the giving of such noticeday period, the Delaware Trustee or any of the Beneficial Owners Owner may apply to any court of competent jurisdiction in the United States to appoint a successor Delaware Trustee to act until such time, if any, as a successor shall have been appointed as provided above. Any successor so appointed by such court shall immediately and without further act be superseded by any successor appointed as provided above within one (1) year from the date of the appointment by such court. Any successor, however appointed, shall execute and deliver to its predecessor Delaware Trustee trustee an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Delaware Trustee trustee in the trusts under this Trust Agreement hereunder with like effect as if originally named the Delaware Trustee in this Trust Agreementherein; provided, however, that the predecessor Delaware Trustee shall take all action required to transfer title to the Trust Estate to such successor Delaware Trustee and but upon the written request of such successor, such predecessor shall execute and deliver an instrument transferring to such successor, upon the trusts in this Trust Agreement herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all monies or other property then held by such predecessor upon the trusts in this Trust Agreement herein expressed. Any right of the Beneficial Owners against a predecessor Delaware Trustee in its individual capacity shall survive the resignation or removal of such predecessor, shall survive the dissolution and termination of the Trust, and shall survive the termination, amendment, supplement, and/or restatement of this Trust Agreement. Any successor Delaware Trustee, however appointed, shall be a bank or trust company satisfying the requirements of Section 3807(a) of the Statutory Trust Act. Any corporation Person into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, conversion or consolidation to which such Delaware Trustee shall be a party, or any corporation Person which succeeds to which all or substantially all of the corporate trust business of the Delaware Trustee may be transferredTrustee, shall, subject to the preceding sentence, be the Delaware Trustee under this Trust Agreement without the execution, delivery or filing of any paper or instrument or further actact to be done on the part of the parties hereto, except as may be required by applicable law. No successor Trustee shall be liable for the acts or omissions of any predecessor Trustee.

Removal; Resignation; Succession. The Delaware Trustee Manager may resign at any time by giving at least sixty thirty (6030) days’ prior written notice to the ManagerDelaware Trustee. The Manager Delaware Trustee may at any time (i) remove the Delaware Trustee Manager for Cause cause by written notice to the Manager, or (ii) limit the duties of the Manager under this Trust Agreement; provided, however, the Delaware TrusteeTrustee must receive prior written consent of the Lender to effectuate the foregoing at all times prior to the payment in full of the Loan. Cause For the avoidance of doubt, any removal or attempted removal of the Manager made prior to the payment in full of the Loan without the Lender’s consent shall be void ab initio. Further, “cause” sufficient to warrant a vote for removal shall exist only result from in the willful misconduct, bad faith, event of the fraud or gross negligence of the Delaware TrusteeManager which causes material damage to, as determined by arbitration under or diminution in value of, the procedures described in Section 10.11Trust Estate. Such resignation or removal shall be effective upon the acceptance of appointment by a successor Delaware Trustee, Manager as hereinafter provided. In case of the removal or resignation of a the Manager, the Delaware Trustee, with the Manager prior written consent of the Lender while the Loan is outstanding, may appoint a successor by written instrument. If a successor Delaware Trustee Manager shall not have been appointed within sixty fifteen (6015) days after the giving of such notice, the Delaware Trustee Manager or any of the Beneficial Owners may apply to any court of competent jurisdiction in the United States to appoint a successor Delaware Trustee Manager to act until such time, if any, as a successor shall have been appointed as provided above, provided that the Lender approves such appointment during any period in which the Loan is outstanding. Any successor so appointed by such court shall immediately and without further act be superseded by any a successor appointed as provided above within one (1) year from the date of the appointment by such court. Any successor, however appointed, shall execute and deliver to its predecessor Delaware Trustee Manager an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, powers and duties and trusts of the predecessor Delaware Trustee Manager in the trusts under this Trust Agreement hereunder with like effect as if originally named the Delaware Trustee in this Trust AgreementManager herein; provided, however, that the predecessor Delaware Trustee shall take all action required to transfer title to the Trust Estate to such successor Delaware Trustee and but upon the written request of such successor, such predecessor shall execute and deliver an instrument transferring to such successor, upon the trusts in this Trust Agreement herein expressed, all the estates, properties, rights, powers, powers and duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all monies or other property then held by such predecessor upon the trusts in this Trust Agreement expressed. Any right of the Beneficial Owners against a predecessor Delaware Trustee Manager in its individual capacity shall survive the resignation or removal of such predecessorpredecessor Manager, shall survive the dissolution and termination of the Trust, and shall survive the termination, amendment, supplement, and/or restatement of this Trust Agreement. Any successor Delaware Trustee, however appointed, shall be a bank or trust company satisfying the requirements of Section 3807(a) of the Statutory Trust Act. Any corporation into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Delaware Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Delaware Trustee may be transferred, shall, subject to the preceding sentence, be the Delaware Trustee under this Trust Agreement without further act.

Removal; Resignation; Succession. The Delaware Trustee Manager may resign at any time by giving at least sixty (60) 60 days’ prior written notice to the ManagerClass A Owner. The Manager Class A Owners holding a majority of the Beneficial Interests may at any time remove the Delaware Trustee Manager for Cause cause by written notice to the Delaware TrusteeManager. Cause For purposes of this Section 5.7, “cause” shall result only result from the willful misconduct, bad faith, fraud or gross negligence of the Delaware Trustee, as determined by arbitration Manager; provided that under no circumstances shall “cause” result from any action or omission of the procedures described Manager intended to preserve the rights of Owners to effect like-kind exchanges in Section 10.11respect of their respective Beneficial Interests. Such resignation or removal shall be effective upon the acceptance of appointment by a successor Delaware Trustee, manager as hereinafter provided. Notwithstanding the forgoing or anything in this Agreement to the contrary, the removal of the Manager shall not be effective without the prior written consent of the Manager until the Manager and each of its Affiliates have been fully removed from any guarantee and indemnity obligations they may have with respect to any Loan. In case of the removal or resignation of the Manager, Class A Owners holding a Delaware Trusteemajority of the Beneficial Interests, with the Manager prior written consent of the Lender, if required, may appoint a successor manager by written instrument. Notwithstanding anything to the contrary herein, if upon the resignation of the Manager it designates a successor Manager within 10 days of its notice of resignation, such designated Manager shall become the successor Manager without further action by the Class A Owners. If a successor Delaware Trustee manager shall not have been appointed within sixty (60) 60 days after the giving Manager gives notice of such noticeits resignation or is removed, the Delaware Trustee or any of the Beneficial Owners (including Class A Owners), may apply to any court of competent jurisdiction in the United States to appoint a successor Delaware Trustee manager to act until such time, if any, as a successor manager shall have been appointed as provided aboveabove and provided that, if required, the consent of the Lender is obtained if the Loan is outstanding. Any successor manager so appointed by such court shall immediately and without further act be superseded by any a successor manager appointed as provided above within one (1) year from the date of the appointment by such court. Any successorsuccessor manager, however appointed, shall execute and deliver to its predecessor Delaware Trustee Manager an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, powers and duties and trusts of the predecessor Delaware Trustee Manager in the trusts under this Trust Agreement hereunder with like effect as if originally named the Delaware Trustee in this Trust Agreement; provided, however, that the predecessor Delaware Trustee shall take all action required to transfer title to the Trust Estate to such successor Delaware Trustee and upon Manager herein. Upon the written request of such successorsuccessor manager, such predecessor Manager shall execute and deliver an instrument transferring to such successor, upon the trusts in this Trust Agreement herein expressed, all the estates, properties, rights, powers, powers and duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all monies or other property then held by such predecessor upon the trusts in this Trust Agreement expressedManager. Any right of the Beneficial Owners against a predecessor Delaware Trustee Manager in its individual capacity shall survive the resignation or removal of such predecessorpredecessor Manager, shall survive the dissolution and termination of the Trust, Trust and shall survive the termination, amendment, supplement, supplement and/or restatement of this Trust Agreement. Any successor Delaware TrusteeNotwithstanding the foregoing, however appointedand without regard to whether or not the Operating Partnership owns an Interest, the Operating Partnership or its designee shall be have the sole and exclusive right (except for Cause as set forth above) to remove and replace the Manager at any time with a bank or trust company satisfying the requirements substitute manager of its choosing. The terms of this Section 3807(a) of the Statutory Trust Act. Any corporation into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Delaware Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Delaware Trustee may be transferred, shall, 5.7 are subject to the preceding sentence, be terms and conditions of the Delaware Trustee under this Trust Agreement without further actLoan Documents.