Common use of Resignation and Removal of the Disbursement Agent Clause in Contracts

Resignation and Removal of the Disbursement Agent. The Bank Agent and the Indenture Trustee, acting pursuant to the Project Lenders Intercreditor Agreement, shall have the right should they reasonably determine that the Disbursement Agent has breached or failed to perform its obligations hereunder or has engaged in willful misconduct or gross negligence, upon the expiration of thirty (30) days following delivery of written notice of substitution to the Disbursement Agent and the Company, to cause the Disbursement Agent to be relieved of its duties hereunder and to select a substitute disbursement agent to serve hereunder. The Disbursement Agent may resign at any time upon forty-five (45) days' written notice to all parties hereto. Such resignation shall take effect upon the earlier of receipt by the Disbursement Agent of an instrument of acceptance executed by a successor disbursement agent meeting the qualifications set forth in Section 9.6 and consented to by the other parties hereto or forty-five (45) days after the giving of such notice. Upon selection of a substitute disbursement agent, the Funding Agents and the Company and the substitute disbursement agent shall enter into an agreement substantially identical to this Agreement and, the Disbursement Agent shall promptly transfer to the substitute disbursement agent upon request therefor originals of all books, records, and other documents in the Disbursement Agent's possession relating to this Agreement.

Resignation and Removal of the Disbursement Agent. The Bank Agent and the Indenture Trustee, acting pursuant to the Project Lenders Intercreditor Agreement, shall have the right should they it reasonably determine that the Disbursement Agent has breached or failed to perform its obligations hereunder or has engaged in willful misconduct or gross negligence, upon the expiration of thirty (30) days following delivery of written notice of substitution to the Disbursement Agent and the Company, to cause the Disbursement Agent to be relieved of its duties hereunder and to select a substitute disbursement agent to serve hereunder. The Disbursement Agent may resign at any time upon forty-five thirty (4530) days' ’ written notice to all parties hereto. Such resignation shall take effect upon the earlier Upon selection of receipt by the Disbursement Agent of an instrument of acceptance executed by a successor substitute disbursement agent meeting the qualifications set forth in requirements of Section 9.6 and consented to by the other parties hereto Bank Agent (and, provided no Potential Event of Default or forty-five (45) days after the giving Event of such notice. Upon selection of a substitute disbursement agentDefault has occurred and is continuing, the Funding Agents Company), the Bank Agent, the Collateral Agent and the Company and the substitute disbursement agent shall enter into an agreement substantially identical to this Agreement and, and the Disbursement Agent shall promptly transfer to the substitute disbursement agent upon request therefor originals of all books, records, and other documents in the Disbursement Agent's ’s possession relating to this Agreement.

Resignation and Removal of the Disbursement Agent. The Bank Either Funding Agent and the Indenture Trustee, acting pursuant to the Project Lenders Intercreditor Agreement, shall have the right should they it reasonably determine that the Disbursement Agent has breached or failed to perform its obligations hereunder or has engaged in willful misconduct or gross negligence, upon the expiration of thirty (30) days following delivery of written notice of substitution to the Disbursement Agent Agent, LCR and the CompanyPhase II Mall Borrowers, to cause the Disbursement Agent to be relieved of its duties hereunder and to select a substitute disbursement agent to serve hereunder. The Disbursement Agent may resign at any time upon forty-five thirty (4530) days' ’ written notice to all parties hereto. Such resignation shall take effect upon the earlier Upon selection of receipt by the Disbursement Agent of an instrument of acceptance executed by a successor substitute disbursement agent meeting the qualifications set forth in requirements of Section 9.6 and consented to by the other parties hereto Funding Agents (and, provided no Potential Event of Default or forty-five (45) days after Event of Default has occurred and is continuing, LCR and the giving of such notice. Upon selection of a substitute disbursement agentPhase II Mall Borrowers), the Funding Agents Agents, LCR and the Company Phase II Mall Borrowers and the substitute disbursement agent shall enter into an agreement substantially identical to this Agreement and, the Disbursement Agent shall promptly transfer to the substitute disbursement agent upon request therefor originals of all books, records, and other documents in the Disbursement Agent's ’s possession relating to this Agreement.

Resignation and Removal of the Disbursement Agent. The Bank Administrative Agent and and, prior to the advance of all amounts in the Construction Note Disbursement Account, the Discount Note Indenture Trustee, acting pursuant to the Project Lenders Intercreditor Agreementjointly, shall have the right should they reasonably determine that the Disbursement Agent has breached or failed to perform its obligations hereunder or has engaged in willful wilful misconduct or gross negligence, upon the expiration of thirty (30) 30 days following delivery of written notice of substitution to the Disbursement Agent and the CompanyBorrower, to cause the Disbursement Agent to be relieved of its duties hereunder and to select a substitute disbursement agent to serve hereunder. The Disbursement Agent may resign at any time upon forty-five (45) 30 days' written notice to all parties hereto. Such resignation shall take effect upon the earlier of receipt by the Disbursement Agent of an instrument of acceptance executed by a successor disbursement agent meeting the qualifications set forth in Section 9.6 4.6 and consented to by the other parties hereto or forty-five (45) days after the giving of such noticehereto. Upon selection of a such substitute disbursement agent, the Funding Agents and Administrative Agent, the Company Discount Note Indenture Trustee, if applicable, the Borrower and the substitute disbursement agent shall enter into an agreement substantially identical to this Disbursement Agreement and, thereafter, the Disbursement Agent shall promptly be relieved of its duties and obligations to perform hereunder, except that the Disbursement Agent shall transfer to the substitute disbursement agent upon request therefor originals of all books, records, and other documents in the Disbursement Agent's possession relating to this Disbursement Agreement.

Resignation and Removal of the Disbursement Agent. The Bank Agent and the 2014 Notes Indenture Trustee, acting pursuant to the Project Lenders Intercreditor Agreement, shall have the right should they reasonably determine that the Disbursement Agent has breached or failed to perform its obligations hereunder or has engaged in willful misconduct or gross negligence, upon the expiration of thirty (30) days following delivery of written notice of substitution to the Disbursement Agent and the Company, to cause the Disbursement Agent to be relieved of its duties hereunder and to select a substitute disbursement agent to serve hereunder. The Disbursement Agent may resign at any time upon forty-five sixty (4560) days' ’ written notice to all parties hereto. Such resignation shall take effect upon the earlier of receipt by the Disbursement Agent of an instrument of acceptance executed by a successor disbursement agent meeting the qualifications set forth in Section 9.6 and consented to by the other parties hereto or forty-five sixty (4560) days after the giving of such notice. Upon selection of a substitute disbursement agent, the Funding Agents Agent and the Company and the substitute disbursement agent shall enter into an agreement substantially identical to this Agreement and, upon appointment of a substitute Disbursement Agent, the Disbursement Agent shall promptly transfer to the substitute disbursement agent upon request therefor Disbursement Agent originals of all books, records, and other documents in the Disbursement Agent's ’s possession relating to this AgreementAgreement and the transactions contemplated hereby.

Resignation and Removal of the Disbursement Agent. The Bank Agent and the 2014 Notes Indenture Trustee, acting pursuant to the Project Lenders Intercreditor Agreement, shall have the right should they reasonably determine that the Disbursement Agent has breached or failed to perform its obligations hereunder or has engaged in willful misconduct or gross negligence, upon the expiration of thirty (30) days following delivery of written notice of substitution to the Disbursement Agent and the Company, to cause the Disbursement Agent to be relieved of its duties hereunder and to select a substitute disbursement agent to serve hereunder. The Disbursement Agent may resign at any time upon forty-five sixty (4560) days' written notice to all parties hereto. Such resignation shall take effect upon the earlier of receipt by the Disbursement Agent of an instrument of acceptance executed by a successor disbursement agent meeting the qualifications set forth in Section 9.6 and consented to by the other parties hereto or forty-five sixty (4560) days after the giving of such notice. Upon selection of a substitute disbursement agent, the Funding Agents Agent and the Company and the substitute disbursement agent shall enter into an agreement substantially identical to this Agreement and, upon appointment of a substitute Disbursement Agent, the Disbursement Agent shall promptly transfer to the substitute disbursement agent upon request therefor Disbursement Agent originals of all books, records, and other documents in the Disbursement Agent's possession relating to this AgreementAgreement and the transactions contemplated hereby.

Resignation and Removal of the Disbursement Agent. The Bank Agent and the Indenture Trustee, acting pursuant to the Project Lenders Intercreditor Agreement, shall have the right should they it reasonably determine that the Disbursement Agent has breached or failed to perform its obligations hereunder or has engaged in willful misconduct or gross negligence, upon the expiration of thirty (30) days following delivery of written notice of substitution to the Disbursement Agent and the Company, to cause the Disbursement Agent to be relieved of its duties hereunder and to select a substitute disbursement agent to serve hereunder. The Disbursement Agent may resign at any time upon forty-five sixty (4560) days' ’ written notice to all parties hereto. Such resignation shall take effect upon the earlier of receipt by the Disbursement Agent of an instrument of acceptance executed by a successor disbursement agent meeting the qualifications set forth in Section 9.6 and consented to by the other parties hereto or forty-five sixty (4560) days after the giving of such notice. Upon selection of a substitute disbursement agent, the Funding Agents Bank Agent and the Company and the substitute disbursement agent shall enter into an agreement substantially identical to this Agreement and, upon appointment of a substitute disbursement agent, the Disbursement Agent shall promptly transfer to the substitute disbursement agent upon request therefor originals of all books, records, and other documents in the Disbursement Agent's ’s possession relating to this AgreementAgreement and the transactions contemplated hereby.

Resignation and Removal of the Disbursement Agent. The Bank Agent Agent, the Interim Mall Lender and the Mortgage Notes Indenture Trustee, acting pursuant to the Project Lenders Intercreditor Agreement, shall have the right should they reasonably determine that the Disbursement Agent has breached or failed to perform its obligations hereunder or has engaged in willful wilful misconduct or gross negligence, upon the expiration of thirty (30) days following delivery of written notice of substitution to the Disbursement Agent and the Company, to cause the Disbursement Agent to be relieved of its duties hereunder and to select a substitute disbursement agent to serve hereunder. The Disbursement Agent may resign at any time upon forty-five (45) days' written notice to all parties hereto. Such resignation shall take effect upon the earlier of receipt by the Disbursement Agent of an instrument of acceptance executed by a successor disbursement agent meeting the qualifications set forth in Section 9.6 and consented to by the other parties hereto or forty-five (45) days after the giving of such notice. Upon selection of a substitute disbursement agent, the Funding Agents and the Company and the substitute disbursement agent shall enter into an agreement substantially identical to this Agreement and, the Disbursement Agent shall promptly transfer to the substitute disbursement agent upon request therefor originals of all books, records, and other documents in the Disbursement Agent's possession relating to this Agreement.