Common use of Resignation of the Trustee Clause in Contracts

Resignation of the Trustee. (a) The Trustee may resign at any time by giving not less than ninety (90) days' written notice thereof to the Beneficiary and to the Grantor, such resignation to become effective on the acceptance of appointment by a successor trustee and the transfer to such successor trustee of all Assets in the Security Trust Account in accordance with paragraph (b) of this Section 10. The Grantor and the Beneficiary jointly also may remove the Trustee at any time, without assigning any reason therefor, on fifteen (15) days' prior written notice thereof to the Trustee. (b) Upon receipt of the Trustee's notice of resignation or notice to the Trustee of removal, the Grantor and the Beneficiary shall promptly appoint a successor trustee. Any successor trustee shall be a bank that is a member of the Federal Reserve System or chartered in the State of New York and shall not be a parent, a subsidiary or an affiliate of the Grantor or the Beneficiary. If a successor Trustee has not accepted such appointment within thirty (30) days after the notice of resignation or removal, the Trustee may, in its sole discretion, apply at the expense of the Grantor to a court of competent jurisdiction for the appointment of a successor Trustee or for other appropriate relief. The costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee in connection with such proceeding shall be paid by, and be deemed an obligation of, the Grantor. Upon the acceptance of the appointment as trustee hereunder by a successor trustee, such successor trustee shall succeed to and become vested with all the rights, powers, privileges and duties of the Trustee, and the Trustee shall be discharged from any future duties and obligations under this Agreement, but the Trustee shall continue after its resignation to be entitled to the benefits of the indemnities provided herein for a Trustee.

Resignation of the Trustee. (a) The Trustee may resign at any time and appoint one of its Affiliates acting through an office as successor by giving not less than ninety (90) days' written notice thereof to the Beneficiary other Finance Parties and the Issuer. (b) Alternatively the Trustee may resign by giving 30 days’ notice to the Grantorother Finance Parties and the Issuer, in which case the Majority Bridge Noteholders (after consultation with the Issuer) may appoint a successor Trustee. The Trustee shall not be obliged to provide any reason for such resignation to become effective on and will not be responsible for any liabilities incurred by reason of such resignation. (c) If the acceptance of appointment by Majority Bridge Noteholders have not appointed a successor trustee and the transfer to such successor trustee of all Assets in the Security Trust Account Trustee in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Trustee (after consultation with the Bridge Noteholders and the Issuer) may appoint a successor Trustee. The Trustee is not bound to supervise or be responsible in any way or any loss incurred by reason of misconduct or default on the part of the successor trustee. (d) If the Trustee wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Trustee is entitled to appoint a successor under paragraph (c) above, the Trustee may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor to become a party to this Agreement or any other Bridge Finance Document as Trustee) agree with the proposed successor amendments to this Clause 16.11 and any other term of this Section 10. The Grantor and Agreement or any other Bridge Finance Document dealing with the Beneficiary jointly also may remove rights or obligations of the Trustee at consistent with then current market practice for the appointment and protection of corporate trustees together with any time, without assigning any reason therefor, on fifteen (15) days' prior written notice thereof reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Trustee’s normal fee rates and those amendments will bind the Parties. (e) The retiring Trustee shall: (i) make available to the successor Trustee such documents and records and provide such assistance as the successor Trustee may reasonably require for the transfer or assignment of all of its rights and benefits under the Bridge Finance Documents to the successor Trustee; and (ii) enter into and deliver to the successor Trustee those documents and effect any registrations as may be reasonably required for the transfer or assignment of all of its rights and benefits under the Bridge Finance Documents to the successor Trustee. (bf) Upon receipt The Issuer shall, within three Business Days of demand, reimburse the Trustee's notice of resignation or notice to the retiring Trustee of removal, the Grantor and the Beneficiary shall promptly appoint a successor trustee. Any successor trustee shall be a bank that is a member of the Federal Reserve System or chartered in the State of New York and shall not be a parent, a subsidiary or an affiliate of the Grantor or the Beneficiary. If a successor Trustee has not accepted such appointment within thirty (30) days after the notice of resignation or removal, the Trustee may, in its sole discretion, apply at the expense of the Grantor to a court of competent jurisdiction for the appointment amount of a successor Trustee or for other appropriate relief. The all costs and expenses (including reasonable attorneys' fees and expenseslegal fees) properly incurred by it in making available such documents and records and providing such assistance. (g) The resignation notice of the Trustee in connection with such proceeding shall be paid by, and be deemed an obligation ofonly take effect upon the appointment of a successor. (h) Upon the appointment of a successor, the Grantor. Upon the acceptance of the appointment as trustee hereunder by a successor trustee, such successor trustee shall succeed to and become vested with all the rights, powers, privileges and duties of the Trustee, and the retiring Trustee shall be discharged from any future duties and further obligation in respect of the Bridge Finance Documents (other than its obligations under this Agreement, paragraph (e) above) but the Trustee shall continue after its resignation to be remain entitled to the benefits benefit of Clause 20.3 (Indemnity to the Trustee) and this Clause 16.11 (and any fees for the account of the indemnities provided herein retiring Trustee shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. The Issuer must immediately pay to the retiring Trustee any fees that have accrued for the account of the retiring Trustee under any applicable Fee Letter. (i) The Trustee shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Trustee pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Trustee under the Bridge Finance Documents, either: (i) the Trustee fails to respond to a request under Clause 6.7 (FATCA Information) and a Bridge Noteholder reasonably believes that the Trustee will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Trustee pursuant to Clause 9.8 (Disruption to payment systems) and Clause 6.7 (FATCA Information) indicates that the Trustee will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Trustee notifies the Issuer and the Bridge Noteholders that the Trustee will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Bridge Noteholder reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Trustee were a FATCA Exempt Party, and that Bridge Noteholder, by notice to the Trustee, requires it to resign.

Resignation of the Trustee. (a) The Trustee may resign at any time by giving not less than ninety (90) days' written notice thereof to the Beneficiary and to the Grantor, such resignation to become effective on the acceptance of appointment by a successor trustee and the transfer to such successor trustee of all Assets in the Security Reserve Trust Account in accordance with paragraph (b) of this Section 109. The Grantor and the Beneficiary jointly also may remove the Trustee at any time, without assigning any reason therefor, on fifteen (15) days' prior written notice thereof to the Trustee. (b) Upon receipt of the Trustee's notice of resignation or notice to the Trustee of removal, the Grantor and the Beneficiary shall promptly appoint a successor trustee. Any successor trustee shall be a bank that is a member of the Federal Reserve System or chartered in the State of New York and shall not be a parent, a subsidiary or an affiliate of the Grantor or the Beneficiary. If a successor Trustee trustee has not accepted such appointment within thirty (30) days after the notice of resignation or removal, the Trustee may, in its sole discretion, apply at the expense of the Grantor to a court of competent jurisdiction for the appointment of a successor Trustee trustee or for other appropriate relief. The costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee in connection with such proceeding shall be paid by, and be deemed an obligation of, the Grantor. Upon the acceptance of the appointment as trustee hereunder by a successor trustee, such successor trustee shall succeed to and become vested with all the rights, powers, privileges and duties of the Trustee, and the Trustee shall be discharged from any future duties and obligations under this Agreement, but the Trustee shall continue after its resignation to be entitled to the benefits of the indemnities provided herein for a Trustee.

Resignation of the Trustee. (a) The Trustee may resign at any time by giving not less than ninety (90) days' ’ written notice thereof to the Beneficiary and to the Grantor, such resignation to become effective on the acceptance of appointment by a successor trustee and the transfer to such successor trustee of all Assets in the Security Trust Account in accordance with paragraph (b) of this Section 10. The Grantor and the Beneficiary jointly also may remove the Trustee at any time, without assigning any reason therefor, on fifteen ninety (1590) days' ’ prior written notice thereof to the Trustee. Such resignation or removal shall become effective on the acceptance of appointment by a successor Trustee and the transfer to such successor Trustee of all Assets in the Trust Account in accordance with paragraph (b) of this Section 8. (b) Upon receipt of the Trustee's ’s notice of resignation or notice to the Trustee of removal, the Grantor and the Beneficiary shall promptly appoint a successor trustee. Any successor trustee shall be a bank that is a member of the Federal Reserve System or chartered in the State of New York and shall not be a parent, a subsidiary or an affiliate Affiliate of the Grantor or the Beneficiary. If a successor Trustee trustee has not accepted such appointment within thirty (30) days after the notice of resignation or removal, the Trustee may, in its sole discretion, apply at the expense of the Grantor to a court of competent jurisdiction for the appointment of a successor Trustee trustee or for other appropriate relief. The costs and expenses (including reasonable attorneys' ’ fees and expenses) incurred by the Trustee in connection with such proceeding shall be paid by, and be deemed an obligation of, the Grantor. Upon the acceptance of the appointment as trustee hereunder by a successor trusteetrustee and the transfer to such successor trustee of all Assets in the Trust Account, the resignation or removal of the Trustee shall become effective, such successor trustee shall succeed to and become vested with all the rights, powers, privileges and duties of the Trustee, and the Trustee shall be discharged from any future duties and obligations under this Agreement, but the Trustee shall continue after its resignation to be entitled to the benefits of the indemnities provided herein for a Trustee. (c) Prior to any resignation or removal becoming effective under this Section 8, the Trustee, at the written direction of the Grantor, shall deliver to the issuer of any Letter of Credit in the Trust Account (i) a certificate signed on behalf of the Trustee by a person purporting to be an authorized signatory, (A) stating the name and address of the successor trustee, (B) certifying that the successor trustee is the successor to the Trustee under this Agreement and (C) instructing the issuer of the Letter of Credit to amend the Letter of Credit to replace the Trustee with the successor trustee as beneficiary thereunder, and (ii) the original of the Letter of Credit. The successor trustee shall become the beneficiary of such amended or replacement Letter of Credit.

Resignation of the Trustee. (a) The Trustee may resign at any time and appoint one of its Affiliates acting through an office as successor by giving not less than ninety (90) days' written notice thereof to the Beneficiary other Finance Parties and the Issuer. (b) Alternatively the Trustee may resign by giving 30 days’ notice to the Grantorother Finance Parties and the Issuer, in which case the Majority Bridge Noteholders (after consultation with the Issuer) may appoint a successor Trustee. The Trustee shall not be obliged to provide any reason for such resignation to become effective on and will not be responsible for any liabilities incurred by reason of such resignation. (c) If the acceptance of appointment by Majority Bridge Noteholders have not appointed a successor trustee and the transfer to such successor trustee of all Assets in the Security Trust Account Trustee in accordance with paragraph (b) above within 20 days after notice of resignation 99 was given, the retiring Trustee (after consultation with the Bridge Noteholders and the Issuer) may appoint a successor Trustee. The Trustee is not bound to supervise or be responsible in any way or any loss incurred by reason of misconduct or default on the part of the successor trustee. (d) If the Trustee wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Trustee is entitled to appoint a successor under paragraph (c) above, the Trustee may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor to become a party to this Agreement or any other Bridge Finance Document as Trustee) agree with the proposed successor amendments to this Clause 16.11 and any other term of this Section 10. The Grantor and Agreement or any other Bridge Finance Document dealing with the Beneficiary jointly also may remove rights or obligations of the Trustee at consistent with then current market practice for the appointment and protection of corporate trustees together with any time, without assigning any reason therefor, on fifteen (15) days' prior written notice thereof reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Trustee’s normal fee rates and those amendments will bind the Parties. (e) The retiring Trustee shall: (i) make available to the successor Trustee such documents and records and provide such assistance as the successor Trustee may reasonably required for the transfer or assignment of all of its rights and benefits under the Bridge Finance Documents to the successor Trustee; and (ii) enter into and deliver to the successor Trustee those documents and effect any registrations as may be reasonably required for the transfer or assignment of all of its rights and benefits under the Bridge Finance Documents to the successor Trustee. (bf) Upon receipt The Issuer shall, within three Business Days of demand, reimburse the Trustee's notice of resignation or notice to the retiring Trustee of removal, the Grantor and the Beneficiary shall promptly appoint a successor trustee. Any successor trustee shall be a bank that is a member of the Federal Reserve System or chartered in the State of New York and shall not be a parent, a subsidiary or an affiliate of the Grantor or the Beneficiary. If a successor Trustee has not accepted such appointment within thirty (30) days after the notice of resignation or removal, the Trustee may, in its sole discretion, apply at the expense of the Grantor to a court of competent jurisdiction for the appointment amount of a successor Trustee or for other appropriate relief. The all costs and expenses (including reasonable attorneys' fees and expenseslegal fees) properly incurred by it in making available such documents and records and providing such assistance. (g) The resignation notice of the Trustee in connection with such proceeding shall be paid by, and be deemed an obligation ofonly take effect upon the appointment of a successor. (h) Upon the appointment of a successor, the Grantor. Upon the acceptance of the appointment as trustee hereunder by a successor trustee, such successor trustee shall succeed to and become vested with all the rights, powers, privileges and duties of the Trustee, and the retiring Trustee shall be discharged from any future duties and further obligation in respect of the Bridge Finance Documents (other than its obligations under this Agreement, paragraph (e) above) but the Trustee shall continue after its resignation to be remain entitled to the benefits benefit of Clause 20.3 (Indemnity to the Trustee) and this Clause 16.11 (and any fees for the account of the indemnities provided herein retiring Trustee shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. The Issuer must immediately pay to the retiring Trustee any fees that have accrued for the account of the retiring Trustee under any applicable Fee Letter. (i) The Trustee shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Trustee pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Trustee under the Bridge Finance Documents, either: (i) the Trustee fails to respond to a request under Clause 6.7 (FATCA Information) and a Bridge Noteholder reasonably believes that the 100 Trustee will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Trustee pursuant to Clause 9.8 (Disruption to payment systems) and Clause 6.7 (FATCA Information) indicates that the Trustee will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Trustee notifies the Issuer and the Bridge Noteholders that the Trustee will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) a Bridge Noteholder reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Trustee were a FATCA Exempt Party, and that Bridge Noteholder, by notice to the Trustee, requires it to resign.

Resignation of the Trustee. (a) The Trustee may resign at any time by giving not less than ninety (90) days' ’ written notice thereof to the Beneficiary and to the Grantor, such resignation to become effective on the acceptance of appointment by a successor trustee and the transfer to such successor trustee of all Assets in the Security Trust Account in accordance with paragraph (b) of this Section 10. The Grantor and the Beneficiary jointly also may remove the Trustee at any time, without assigning any reason therefor, on fifteen ninety (1590) days' ’ prior written notice thereof to the Trustee. Such resignation or removal shall become effective on the acceptance of appointment by a successor Trustee and the transfer to such successor Trustee of all Assets in the Trust Account in accordance with paragraph (b) of this Section 8. (b) Upon receipt of the Trustee's ’s notice of resignation or notice to the Trustee of removal, the Grantor and the Beneficiary shall promptly appoint a successor trustee. Any successor trustee shall be a bank that is a member of the Federal Reserve System or chartered in the State of New York and shall not be a parent, a subsidiary or an affiliate Affiliate of the Grantor or the Beneficiary. If a successor Trustee trustee has not accepted such appointment within thirty (30) days after the notice of resignation or removal, the Trustee may, in its sole discretion, apply at the expense of the Grantor to a court of competent jurisdiction for the appointment of a successor Trustee trustee or for other appropriate relief. The costs and expenses (including reasonable attorneys' ’ fees and expenses) incurred by the Trustee in connection with such proceeding shall be paid by, and be deemed an obligation of, the Grantor. Upon the acceptance of the appointment as trustee hereunder by a successor trustee, such successor trustee shall succeed to and become vested with all the rights, powers, privileges and duties of the Trustee, and the Trustee shall be discharged from any future duties and obligations under this Agreement, but the Trustee shall continue after its resignation to be entitled to the benefits of the indemnities provided herein for a TrusteeTrustee for any actions taken as a Trustee from the date of this Agreement until the date of discharge.

Resignation of the Trustee. (a) The Trustee may resign at any time by giving not less than ninety (90) days' ’ written notice thereof to the Beneficiary and to the Grantor, such resignation to become effective on the acceptance of appointment by a successor trustee and the transfer to such successor trustee of all Assets in the Security Trust Account in accordance with paragraph (b) of this Section 10. The Grantor and the Beneficiary jointly also may remove the Trustee at any time, without assigning any reason therefor, on fifteen ninety (1590) days' ’ prior written notice thereof to the Trustee. Such resignation or removal shall become effective on the acceptance of appointment by a successor Trustee and the transfer to such successor Trustee of all Trust Assets in the Trust Account in accordance with paragraph (b) of this Section 8. (b) Upon receipt of the Trustee's ’s notice of resignation or notice to the Trustee of removal, the Grantor and the Beneficiary shall promptly appoint a successor trustee. Any successor trustee shall be a bank that is a member of the Federal Reserve System or chartered in the State of New York and shall not be a parent, a subsidiary or an affiliate Affiliate of the Grantor or the Beneficiary. If a successor Trustee trustee has not accepted such appointment within thirty (30) days after the notice of resignation or removal, the Trustee may, in its sole discretion, apply at the expense of the Grantor to a court of competent jurisdiction for the appointment of a successor Trustee trustee or for other appropriate relief. The costs and expenses (including reasonable attorneys' ’ fees and expenses) incurred by the Trustee in connection with such proceeding shall be paid by, and be deemed an obligation of, the Grantor. Upon the acceptance of the appointment as trustee hereunder by a successor trustee, such successor trustee shall succeed to and become vested with all the rights, powers, privileges and duties of the Trustee, and the Trustee shall be discharged from any future duties and obligations under this Agreement, but the Trustee shall continue after its resignation to be entitled to the benefits of the indemnities provided herein for a TrusteeTrustee for any actions taken as a Trustee from the date of this Agreement until the date of discharge.

Resignation of the Trustee. (a) The Trustee may resign at any time by giving not less than ninety (90) days' ’ written notice thereof to the Beneficiary and to the Grantor, such resignation to become effective on the acceptance of appointment by a successor trustee and the transfer to such successor trustee of all Assets in the Security Trust Account in accordance with paragraph (b) of this Section 10. The Grantor and the Beneficiary jointly also may remove the Trustee at any time, without assigning any reason therefor, on fifteen ninety (1590) days' ’ prior written notice thereof to the Trustee. Such resignation or removal shall become effective on the acceptance of appointment by a successor Xxxxxxx and the transfer to such successor Trustee of all Trust Assets in the Trust Account in accordance with paragraph (b) of this Section 8. (b) Upon receipt of the Trustee's ’s notice of resignation or notice to the Trustee of removal, the Grantor and the Beneficiary shall promptly appoint a successor trustee. Any successor trustee shall be a bank that is a member of the Federal Reserve System or chartered in the State of New York and shall not be a parent, a subsidiary or an affiliate Affiliate of the Grantor or the Beneficiary. If a successor Trustee trustee has not accepted such appointment within thirty (30) days after the notice of resignation or removal, the Trustee may, in its sole discretion, apply at the expense of the Grantor to a court of competent jurisdiction for the appointment of a successor Trustee trustee or for other appropriate relief. The costs and expenses (including reasonable attorneys' ’ fees and expenses) incurred by the Trustee in connection with such proceeding shall be paid by, and be deemed an obligation of, the Grantor. Upon the acceptance of the appointment as trustee hereunder by a successor trustee, such successor trustee shall succeed to and become vested with all the rights, powers, privileges and duties of the Trustee, and the Trustee shall be discharged from any future duties and obligations under this Agreement, but the Trustee shall continue after its resignation to be entitled to the benefits of the indemnities provided herein for a TrusteeTrustee for any actions taken as a Trustee from the date of this Agreement until the date of discharge.

Resignation of the Trustee. (a) The Trustee may resign at any time by giving not less than ninety (90) days' ’ written notice thereof to the Beneficiary and to the Grantor, such resignation to become effective on the acceptance of appointment by a successor trustee and the transfer to such successor trustee of all Assets in the Security Trust Account in accordance with paragraph (b) of this Section 10. The Grantor and the Beneficiary jointly also may remove the Trustee at any time, without assigning any reason therefor, on fifteen ninety (1590) days' ’ prior written notice thereof to the Trustee. Such resignation or removal shall become effective on the acceptance of appointment by a successor Trustee and the transfer to such successor Trustee of all Assets in the Trust Account in accordance with paragraph (b) of this Section 10. (b) Upon receipt of the Trustee's ’s notice of resignation or notice to the Trustee of removal, the Grantor and the Beneficiary shall promptly appoint a successor trustee. Any successor trustee shall be a bank that is a member of the Federal Reserve System or chartered in the State of New York and shall not be a parent, a subsidiary or an affiliate Affiliate of the Grantor or the Beneficiary. If a successor Trustee trustee has not accepted such appointment within thirty (30) days after the notice of resignation or removal, the Trustee may, in its sole discretion, apply at the expense of the Grantor to a court of competent jurisdiction for the appointment of a successor Trustee trustee or for other appropriate relief. The costs and expenses (including reasonable attorneys' ’ fees and expenses) incurred by the Trustee in connection with such proceeding shall be paid by, and be deemed an obligation of, the Grantor. Upon the acceptance of the appointment as trustee hereunder by a successor trustee, such successor trustee shall succeed to and become vested with all the rights, powers, privileges and duties of the Trustee, and the Trustee shall be discharged from any future duties and obligations under this Agreement, but the Trustee shall continue after its resignation to be entitled to the benefits of the indemnities provided herein for a Trustee. (c) Prior to any resignation or removal becoming effective under this Section 10, the Trustee, at the written direction of the Grantor, shall deliver to the issuer of any Letter of Credit in the Trust Account (i) a certificate signed on behalf of the Trustee by a person purporting to be an authorized signatory, (A) stating the name and address of the successor trustee, (B) certifying that the successor trustee is the successor to the Trustee under this Agreement and (C) instructing the issuer of the Letter of Credit to amend the Letter of Credit to replace the Trustee with the successor trustee as beneficiary thereunder, and (ii) the original of the Letter of Credit. The successor trustee shall become the beneficiary of such amended or replacement Letter of Credit.