Common use of Resignation and Discharge Clause in Contracts

Resignation and Discharge. (a) The Valuation Agent may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days' written notice to the Borrower, Concord, the Trustee and the Agent. (b) The Valuation Agent may be removed upon at least sixty (60) days' written notice to the Valuation Agent, at the direction of the Borrower with the consent of the Required Lenders, by an instrument signed by the Borrower and filed with the Valuation Agent, Concord, the Trustee and the Agent. Upon the occurrence of an Event of Default (as defined in the Loan Agreement), the Required Lenders may remove the Valuation Agent at any time. Notwithstanding the foregoing, no resignation or removal of the Valuation Agent shall be effective until a successor shall have been appointed by the Borrower with the consent of Concord and the Agent, which shall not be unreasonably withheld, or by the Required Lenders after an Event of Default (as defined in the Loan Agreement), provided that such resignation by the Valuation Agent shall be effective upon sixty days' written notice whether or not a successor has been appointed if and when the Valuation Agent reasonably determines that one of the following shall occur: (i) the Borrower is not diligently pursuing the appointment of a successor Valuation Agent at the level of compensation generally paid in the marketplace for the services to be performed by the Valuation Agent, (ii) the Loan Agreement or the Liquidity Agreement has been amended or modified in such a manner as would affect the Valuation Agent in general or its ability to properly perform its duties hereunder without the consent of the Valuation Agent, or (iii) any condition to performance by the Valuation Agent hereunder or under the Loan Agreement has not been satisfied.

Resignation and Discharge. Section 10.1. Notwithstanding anything to the contrary contained in this Agreement, the Escrow Agent (ai) The Valuation Agent may at any time resign and be discharged of the from its duties and obligations created by under this Agreement by giving at least sixty (60) 30 days' prior written notice of such resignation to the Borrower, Concord, the Trustee other parties hereto and the Agent. (bii) The Valuation Agent may be removed discharged from its duties under this Agreement upon at least sixty (60) receipt from the other parties hereto of 30 days' prior written notice to the Valuation Agent, at the direction of the Borrower with the consent of the Required Lenders, by an instrument signed by the Borrower and filed with the Valuation Agent, Concord, the Trustee and the Agentsuch discharge. Upon the occurrence effective date of an Event such resignation or discharge of Default (as defined in the Loan Agreement)Escrow Agent, and upon payment to the Escrow Agent of all amounts owed to it hereunder, the Required Lenders may remove Proceeds held by the Valuation Agent at any time. Notwithstanding the foregoing, no resignation or removal of the Valuation Escrow Agent shall be returned to the Trust or paid over to a substitute Escrow Agent that the Trust shall retain to perform the functions theretofore performed by the Escrow Agent under this Agreement, as the Trust shall direct the Escrow Agent in writing or in accordance with the directions of a final order or judgment or a court of competent jurisdiction, and the pro rata portion of the Escrow Agent's fee up to the effective until date of resignation or discharge shall be paid by the Placement Agent. If a successor shall have Escrow Agent has not been appointed by or has not accepted such appointment within 30 days of notice of resignation or removal, the Borrower with the consent Escrow Agent may apply to a court of Concord and the Agent, which shall not be unreasonably withheld, or by the Required Lenders after an Event of Default (as defined in the Loan Agreement), provided that such resignation by the Valuation Agent shall be effective upon sixty days' written notice whether or not a successor has been appointed if and when the Valuation Agent reasonably determines that one of the following shall occur: (i) the Borrower is not diligently pursuing competent jurisdiction for the appointment of a successor Valuation Agent at the level of compensation generally paid in the marketplace for the services to be performed by the Valuation Agent, (ii) the Loan Agreement or the Liquidity Agreement has been amended or modified in such a manner as would affect the Valuation Agent in general or its ability to properly perform its duties hereunder without the consent of the Valuation Escrow Agent, or (iii) any condition to performance for other appropriate relief and the costs, expenses and reasonable attorney's fees and expenses which the Escrow Agent incurs in connection with such a proceeding shall be paid by the Valuation Managing Owner. In the absence of such directions, the Escrow Agent hereunder or under may return the Loan Agreement has not been satisfiedProceeds to the Trust.

Resignation and Discharge. Section 10.01 Notwithstanding anything to the contrary contained in this Agreement, the Escrow Agent (ai) The Valuation Agent may at any time resign and be discharged of the from its duties and obligations created by under this Agreement by giving at least sixty (60) 30 days' prior written notice of such resignation to the Borrower, Concord, the Trustee other parties hereto and the Agent. (bii) The Valuation Agent may be removed discharged from its duties under this Agreement upon at least sixty (60) receipt from the other parties hereto of 30 days' prior written notice to the Valuation Agent, at the direction of the Borrower with the consent of the Required Lenders, by an instrument signed by the Borrower and filed with the Valuation Agent, Concord, the Trustee and the Agentsuch discharge. Upon the occurrence effective date of an Event such resignation or discharge of Default (as defined in the Loan Agreement)Escrow Agent and upon payment to the Escrow Agent of all amounts owed to it hereunder, the Required Lenders may remove Proceeds held by the Valuation Agent at any time. Notwithstanding the foregoing, no resignation or removal of the Valuation Escrow Agent shall be returned to the Trust or paid over to a substitute Escrow Agent that the Trust shall retain to perform the functions theretofore performed by the Escrow Agent under this Agreement, as the Trust shall direct the Escrow Agent in writing or in accordance with the directions of a final order or judgment or a court of competent jurisdiction, and the pro rata portion of the Escrow Agent's fee up to the effective until date of resignation or discharge shall be paid by the Placement Agent. If a successor shall have Escrow Agent has not been appointed by or has not accepted such appointment within 30 days of notice of resignation or removal, the Borrower with the consent Escrow Agent may apply to a court of Concord and the Agent, which shall not be unreasonably withheld, or by the Required Lenders after an Event of Default (as defined in the Loan Agreement), provided that such resignation by the Valuation Agent shall be effective upon sixty days' written notice whether or not a successor has been appointed if and when the Valuation Agent reasonably determines that one of the following shall occur: (i) the Borrower is not diligently pursuing competent jurisdiction for the appointment of a successor Valuation Escrow Agent at or for other appropriate relief, and the level of compensation generally costs, expenses and reasonable attorney's fees and expenses which the Escrow Agent incurs in connection with any such a proceeding shall be paid in the marketplace for the services to be performed by the Valuation AgentManaging Owner. In the absence of such directions, (ii) the Loan Agreement or Escrow Agent may return the Liquidity Agreement has been amended or modified in such a manner as would affect Proceeds to the Valuation Agent in general or its ability to properly perform its duties hereunder without the consent of the Valuation Agent, or (iii) any condition to performance by the Valuation Agent hereunder or under the Loan Agreement has not been satisfiedTrust.

Resignation and Discharge. (a) The Valuation Agent may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days' written notice to the BorrowerIssuer, Concordthe Conduit Note Purchasers, the Trustee and the AgentAgents. (b) The Valuation Agent may be removed upon at least sixty (60) days' written notice to the Valuation Agent, at the direction of the Borrower Issuer with the consent of the Required LendersAgents, by an instrument signed by the Borrower Issuer and filed with the Valuation Agent, Concordthe Conduit Note Purchasers, the Trustee and the AgentAgents. Upon the occurrence of an Event of Default (as defined in the Loan Note Purchase Agreement), the Required Lenders Agents may remove the Valuation Agent at any time. Notwithstanding the foregoing, no resignation or removal of the Valuation Agent shall be effective until a successor shall have been appointed by the Borrower Issuer with the consent of Concord and the AgentAgents, which shall not be unreasonably withheld, or by the Required Lenders Agents after an Event of Default (as defined in the Loan Note Purchase Agreement), provided that such resignation by the Valuation Agent shall be effective upon sixty days' days written notice whether or not a successor has been appointed if and when the Valuation Agent reasonably determines that one of the following shall occur: occur (i) the Borrower Issuer is not diligently pursuing the appointment of a successor Valuation Agent at the level of compensation generally paid in the marketplace for the services to be performed by the Valuation Agent, (ii) the Loan Note Purchase Agreement or the Liquidity Agreement has been amended or modified in such a manner as would affect the Valuation Agent in general or its ability to properly perform its duties hereunder without the consent of the Valuation Agent, or (iii) any condition to performance by the Valuation Agent hereunder or under the Loan Note Purchase Agreement has not been satisfied.

Resignation and Discharge. (a) The Valuation Agent may at any time resign and be discharged of the duties and obligations created by this Valuation Agent Agreement by giving at least sixty (60) days' written notice to the Borrower, Concord, the Trustee Administrative Agent and the AgentTrustee. (b) The Valuation Agent may be removed upon at least sixty (60) days' written notice to the Valuation Agent, at the direction of the Borrower with the consent of the Required LendersAdministrative Agent, by an instrument signed by the Borrower and filed with the Valuation Agent, Concord, the Trustee Administrative Agent and the AgentTrustee. Upon the occurrence of an Event of Default (as defined in the Loan Warehouse Note Purchase and Security Agreement), the Required Lenders Administrative Agent may remove the Valuation Agent at any time. Notwithstanding the foregoing, no resignation or removal of the Valuation Agent shall be effective until a successor shall have been appointed by the Borrower with the consent of Concord and the Administrative Agent, which shall not be unreasonably withheld, or by the Required Lenders Administrative Agent after an Event of Default (as defined in the Loan Agreement)Default, provided that such resignation by the Valuation Agent shall be effective upon sixty days' written notice whether or not a successor has been appointed if and when the Valuation Agent reasonably determines that one of the following shall occur: (i) the Borrower is not diligently pursuing the appointment of a successor Valuation Agent at the level of compensation generally paid in the marketplace for the services to be performed by the Valuation Agent, ; (ii) the Loan Warehouse Note Purchase and Security Agreement or the Liquidity Agreement any other Transaction Document has been amended or modified in such a manner as would affect the Valuation Agent in general or its ability to properly perform its duties hereunder without the consent of the Valuation Agent, ; or (iii) any condition to performance by the Valuation Agent hereunder or under the Loan Warehouse Note Purchase and Security Agreement has not been satisfied. If a successor Valuation Agent is to be appointed hereunder, the Administrative Agent and the Borrower shall agree on the appropriate fee payable thereto to be payable at the same level of priority under the Warehouse Note Purchase and Security Agreement as Trustee Fees.