Resignation by Assignee. The Assignee may resign and be discharged from its duties hereunder at any time; provided, that such resignation shall not become effective until (i) a successor Xxxxxxxx has been appointed by the resigning Assignee, and such successor has accepted its appointment in writing delivered to the resigning Assignee, or (ii) the Assignee petitions any court of competent jurisdiction to appoint a successor assignee, and the Court so appoints such a successor; provided, however, that Xxxxxxxx may resign upon immediate written notice if it learns or discovers that this General Assignment is invalid, or that any of the representations and warranties made herein are materially false or inaccurate. Xxxxxxxxx, such successor Assignee shall, without any further act, become vested with all the estate, properties, rights, powers, trusts, and duties of its predecessor in connection with this General Assignment with like effect as if originally named therein, but the resigning Assignee shall nevertheless, when requested in writing by the successor Assignee, execute and deliver an instrument or instruments conveying and transferring to such successor Assignee all of the estates, properties, rights, powers, and trusts of such resigning Assignee in connection with this General Assignment, and shall duly assign, transfer and deliver to such successor Assignee all property and money held by it hereunder.
Resignation by Assignee. The Assignee may resign and be discharged from its duties hereunder at any time; provided that such resignation shall not become effective until (i) a successor assignee has been appointed by the Assignee, and such successor has accepted its appointment in writing delivered to the Assignee, or (ii) the Assignee petitions the Court of Chancery of the State of Delaware (the “Court”) to appoint a successor assignee, and the Court so appoints such a successor. Thereupon, such successor assignee shall, without any further act, become vested with all of the estates, properties, rights, powers, trusts, and duties of its predecessor in connection with the General Assignment with like effect as if originally named therein, but the Assignee shall nevertheless, when requested in writing by the successor assignee, execute and deliver an instrument or instruments conveying and transferring to such successor assignee all of the estates, properties, rights, powers, and trusts of the Assignee in connection with the General Assignment and shall duly assign, transfer, and deliver to such successor assignee all property and money held by the Assignee hereunder.
