Common use of Resignation; Removal Clause in Contracts

Resignation; Removal. SECTION 3. From and after the date when Shares are first sold pursuant to an initial registered public offering and subject to any voting powers of one or more classes or series of Shares as set forth in this Declaration or in the Bylaws or by resolution of the Board of Trustees, any vacancies occurring in the Board of Trustees may be filled by the Trustees as set forth below. Prior to the date when Shares are first sold pursuant to an initial registered public offering, subject to any limitations imposed by the 1940 Act or other applicable law, any vacancies occurring in the Board of Trustees may be filled by the Trustees without any action by or meeting of Shareholders. From and after the date when Shares are first sold pursuant to an initial registered public offering and subject to any voting powers of one or more classes or series of Shares as set forth in this Declaration or in the Bylaws or by resolution of the Board of Trustees, and subject to any limitations imposed by the 1940 Act or other applicable law, any vacancy occurring in the Board of Trustees that results from an increase in the number of Trustees may be filled by a majority of the entire Board of Trustees, and any other vacancy occurring in the Board of Trustees may be filled by a majority of the Trustees then in office, whether or not sufficient to constitute a quorum, or by a sole remaining Trustee; PROVIDED, HOWEVER, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees elected by that class or series or the sole remaining Trustee elected by that class or series may fill any vacancy among the number of Trustees elected by that class or series. A Trustee elected by the Board of Trustees (or a group of Trustees or a single Trustee, as the case may be, as provided herein) to fill any vacancy occurring in the Board of Trustees shall serve until the next annual meeting of Shareholders and until his successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. At any annual meeting of Shareholders, any Trustee elected to fill any vacancy occurring in the Board of Trustees that has arisen since the preceding annual meeting of Shareholders (whether or not any such vacancy has been filled by election of a new Trustee by the Board of Trustees (or a group of Trustees or a single Trustee, as the case may be, as provided herein)) shall hold office for a term which coincides with the remaining term of the Class of Trustee to which such office was previously assigned, if such vacancy arose other than by an increase in the number of Trustees, and until his successor shall be elected and shall qualify. In the event such vacancy arose due to an increase in the number of Trustees, any Trustee so elected to fill such vacancy at an annual meeting shall hold office for a term which coincides with that of the Class of Trustee to which such office has been apportioned as heretofore provided, and until his successor shall be elected and shall qualify or until he or she sooner dies, resigns, retires, or is disqualified or removed from office.

Resignation; Removal. SECTION 3The Collateral Agent may resign at any time by giving 90 days prior written notice thereof to the Lenders and the Company. From The Collateral Agent also agrees to resign within 90 days after written notice by the Company requesting the resignation of the Collateral Agent provided that no Default has occurred and after is continuing at the date when Shares are first sold pursuant time of such request. In addition, in the event the Collateral Agent fails to an initial registered public offering perform its obligations under this Security Agreement in any material manner and fails to correct its performance within 30 days of receipt of written notice of such failure given by the Credit Agent at the request of not less than the Required Lenders, then the Collateral Agent may be removed upon 30 days written notice given by the Credit Agent at the direction of not less than the Required Lenders. Upon any such resignation or removal: (i) so long as there has not occurred and is continuing a Default, the Company shall appoint (which appointment shall be subject to any voting powers the approval of one the Required Lenders, such approval not to be unreasonably withheld or more classes or series delayed), a successor agent for such Collateral Agent, and (ii) following the occurrence and during the continuance of Shares as set forth in this Declaration or a Default, the Required Lenders shall appoint a successor agent for such Collateral Agent who is in the Bylaws business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. Following the appointment and acceptance of a successor Collateral Agent, the Collateral shall be transferred to the new Collateral Agent within 30 days after such acceptance. If the Company and/or the Required Lenders, as applicable, are unable to agree on the appointment of a successor agent by a date 10 days prior to the effective date of such resignation or by resolution removal, the retiring Collateral Agent shall appoint a successor Collateral Agent who is in the business of acting as a collateral agent for mortgage warehouse lenders as a part of its regular business. After the appointment of a successor Collateral Agent and the successor's acceptance of such appointment, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the Board of Trustees, any vacancies occurring in the Board of Trustees may be filled by the Trustees as set forth below. Prior to the date when Shares are first sold pursuant to an initial registered public offering, subject to any limitations imposed by the 1940 Act or other applicable law, any vacancies occurring in the Board of Trustees may be filled by the Trustees without any action by or meeting of Shareholders. From and after the date when Shares are first sold pursuant to an initial registered public offering and subject to any voting powers of one or more classes or series of Shares as set forth in this Declaration or in the Bylaws or by resolution of the Board of Trusteesretiring Collateral Agent, and subject to any limitations imposed by the 1940 Act or other applicable law, any vacancy occurring in the Board of Trustees that results from an increase in the number of Trustees may be filled by a majority of the entire Board of Trustees, and any other vacancy occurring in the Board of Trustees may be filled by a majority of the Trustees then in office, whether or not sufficient to constitute a quorum, or by a sole remaining Trustee; PROVIDED, HOWEVER, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees elected by that class or series or the sole remaining Trustee elected by that class or series may fill any vacancy among the number of Trustees elected by that class or series. A Trustee elected by the Board of Trustees (or a group of Trustees or a single Trustee, as the case may be, as provided herein) to fill any vacancy occurring in the Board of Trustees shall serve until the next annual meeting of Shareholders and until his successor retiring Collateral Agent shall be elected discharged from its duties and shall qualify, subjectobligations under this Security Agreement; provided, however, that the retiring Collateral Agent shall not be discharged from any liability as a result of its or its directors', officers', agents' or employees' gross negligence or willful misconduct in connection with the performance of its duties and obligations under this Security Agreement prior to prior deaththe effective date of its resignation or removal. Notwithstanding the foregoing, resignation, retirement, disqualification the Collateral Agent shall continue to hold the Pledged Items and the security interest created hereunder for the benefit of the Secured Parties until such Pledged Items and security interest have been effectively transferred to the successor agent. After the resignation or removal from office. At of any annual meeting Collateral Agent hereunder, the provisions of Shareholders, this Security Agreement shall inure to its benefit as to any Trustee elected actions taken or omitted to fill any vacancy occurring in be taken by it while it was the Board of Trustees that has arisen since the preceding annual meeting of Shareholders (whether or not any such vacancy has been filled by election of a new Trustee by the Board of Trustees (or a group of Trustees or a single Trustee, as the case may be, as provided herein)) shall hold office for a term which coincides with the remaining term of the Class of Trustee to which such office was previously assigned, if such vacancy arose other than by an increase in the number of Trustees, and until his successor shall be elected and shall qualify. In the event such vacancy arose due to an increase in the number of Trustees, any Trustee so elected to fill such vacancy at an annual meeting shall hold office for a term which coincides with that of the Class of Trustee to which such office has been apportioned as heretofore provided, and until his successor shall be elected and shall qualify or until he or she sooner dies, resigns, retires, or is disqualified or removed from officeCollateral Agent under this Security Agreement.

Resignation; Removal. SECTION 3The Resident Trustee may resign and be discharged of the Trust created by this Trust Agreement upon not less than 30 days’ prior written notice to the Trustees. From and after Upon receiving such notice of resignation, the date when Shares are first sold pursuant Trustees shall use their best efforts promptly to an initial registered public offering and subject to any voting powers of one appoint a substitute or more classes or series of Shares as set forth in this Declaration or successor Resident Trustee in the Bylaws manner and meeting the qualifications hereinafter provided by written instrument or instruments delivered to such resigning Resident Trustee and the substitute or successor Resident Trustee. In addition, the Trustees may remove the Resident Trustee, with or without cause, in their sole and absolute discretion, and appoint a successor Resident Trustee meeting the qualifications hereinafter provided by resolution written instrument or instruments delivered to the Resident Trustee being removed and to the substitute or successor Resident Trustee. Any resignation or removal of the Board Resident Trustee and appointment of Trusteesa substitute or successor Resident Trustee shall become effective only upon acceptance of the appointment by the substitute or successor Resident Trustee. If no substitute or successor Resident Trustee shall have been appointed within 30 days after notice of such 13 resignation or removal has been delivered, any vacancies occurring in the Board Resident Trustee may apply to the Delaware Court of Trustees Chancery for the appointment of a successor Resident Trustee. The court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Resident Trustee meeting the qualifications provided for herein. Any Person into which the Resident Trustee may be filled by merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Trustees as set forth below. Prior Resident Trustee shall be a party, or any Person that succeeds to all or substantially all of the corporate trust business of the Resident Trustee, shall be the successor Resident Trustee under this Trust Agreement without the execution, delivery or filing of any paper or instrument or further act to be done on the part of the parties hereto (except for the filing of an amendment to the date when Shares are first sold pursuant Trust’s certificate of trust if required by law), notwithstanding anything to an initial registered public offering, subject to any limitations imposed by the 1940 Act or other applicable law, any vacancies occurring in the Board of Trustees may be filled by the Trustees without any action by or meeting of Shareholders. From and after the date when Shares are first sold pursuant to an initial registered public offering and subject to any voting powers of one or more classes or series of Shares as set forth in this Declaration or in the Bylaws or by resolution of the Board of Trustees, and subject to any limitations imposed by the 1940 Act or other applicable law, any vacancy occurring in the Board of Trustees that results from an increase in the number of Trustees may be filled by a majority of the entire Board of Trustees, and any other vacancy occurring in the Board of Trustees may be filled by a majority of the Trustees then in office, whether or not sufficient to constitute a quorum, or by a sole remaining Trusteecontrary herein; PROVIDED, HOWEVER, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees elected by that class or series or the sole remaining Trustee elected by that class or series may fill any vacancy among the number of Trustees elected by that class or series. A Trustee elected by the Board of Trustees (or a group of Trustees or a single Trustee, as the case may be, as provided herein) to fill any vacancy occurring in the Board of Trustees shall serve until the next annual meeting of Shareholders and until his successor shall be elected and shall qualify, subjectprovided, however, to prior death, resignation, retirement, disqualification or removal from office. At any annual meeting that such successor Resident Trustee shall have its principal place of Shareholders, any Trustee elected to fill any vacancy occurring business in the Board State of Trustees that has arisen since Delaware and otherwise meet the preceding annual meeting requirements of Shareholders (whether or not any such vacancy has been filled by election of a new Trustee by the Board of Trustees (or a group of Trustees or a single Trustee, as the case may be, as provided herein)) shall hold office for a term which coincides with the remaining term of the Class of Trustee to which such office was previously assigned, if such vacancy arose other than by an increase in the number of Trustees, and until his successor shall be elected and shall qualify. In the event such vacancy arose due to an increase in the number of Trustees, any Trustee so elected to fill such vacancy at an annual meeting shall hold office for a term which coincides with that of the Class of Trustee to which such office has been apportioned as heretofore provided, and until his successor shall be elected and shall qualify or until he or she sooner dies, resigns, retires, or is disqualified or removed from officeapplicable law.

Resignation; Removal. SECTION 3The Resident Trustee may resign and be discharged of the trust created by this Trust Agreement upon not less than 30 days’ prior written notice to the Managing Trustee. From and after Upon receiving such notice of resignation, the date when Shares are first sold pursuant Managing Trustee shall use his best efforts promptly to an initial registered public offering and subject to any voting powers of one appoint a substitute or more classes or series of Shares as set forth in this Declaration or successor Resident Trustee in the Bylaws manner and meeting the qualifications hereinafter provided by written instrument or instruments delivered to such resigning Resident Trustee and the substitute or successor Resident Trustee. In addition, the Managing Trustee may remove the Resident Trustee, with or without cause, and appoint a successor Resident Trustee meeting the qualifications hereinafter provided by resolution written instrument or instruments delivered to the Resident Trustee being removed and to the substitute or successor Resident Trustee. Any resignation or removal of the Board Resident Trustee and appointment of Trusteesa substitute or successor Resident Trustee shall become effective only upon acceptance of the appointment by the substitute or successor Resident Trustee. If no substitute or successor Resident Trustee shall have been appointed within 30 days after notice of such resignation or removal has been delivered, any vacancies occurring in the Board Resident Trustee may apply to a court of Trustees competent jurisdiction for the appointment of a successor Resident Trustee. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Resident Trustee meeting the qualifications provided for herein. Any Person into which the Resident Trustee may be filled by merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Trustees as set forth below. Prior Resident Trustee shall be a party, or any Person that succeeds to all or substantially all of the corporate trust business of the Resident Trustee, shall be the successor Resident Trustee under this Trust Agreement without the execution, delivery or filing of any paper or instrument or further act to be done on the part of the parties hereto (except for the filing of an amendment to the date when Shares are first sold pursuant Trust’s certificate of trust if required by law), notwithstanding anything to an initial registered public offering, subject to any limitations imposed by the 1940 Act or other applicable law, any vacancies occurring in the Board of Trustees may be filled by the Trustees without any action by or meeting of Shareholders. From and after the date when Shares are first sold pursuant to an initial registered public offering and subject to any voting powers of one or more classes or series of Shares as set forth in this Declaration or in the Bylaws or by resolution of the Board of Trustees, and subject to any limitations imposed by the 1940 Act or other applicable law, any vacancy occurring in the Board of Trustees that results from an increase in the number of Trustees may be filled by a majority of the entire Board of Trustees, and any other vacancy occurring in the Board of Trustees may be filled by a majority of the Trustees then in office, whether or not sufficient to constitute a quorum, or by a sole remaining Trusteecontrary herein; PROVIDED, HOWEVER, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees elected by that class or series or the sole remaining Trustee elected by that class or series may fill any vacancy among the number of Trustees elected by that class or series. A Trustee elected by the Board of Trustees (or a group of Trustees or a single Trustee, as the case may be, as provided herein) to fill any vacancy occurring in the Board of Trustees shall serve until the next annual meeting of Shareholders and until his successor shall be elected and shall qualify, subjectprovided, however, to prior death, resignation, retirement, disqualification or removal from office. At any annual meeting that such successor Resident Trustee shall have its principal place of Shareholders, any Trustee elected to fill any vacancy occurring business in the Board State of Trustees that has arisen since Delaware and otherwise meet the preceding annual meeting requirements of Shareholders (whether or not any such vacancy has been filled by election of a new Trustee by the Board of Trustees (or a group of Trustees or a single Trustee, as the case may be, as provided herein)) shall hold office for a term which coincides with the remaining term of the Class of Trustee to which such office was previously assigned, if such vacancy arose other than by an increase in the number of Trustees, and until his successor shall be elected and shall qualify. In the event such vacancy arose due to an increase in the number of Trustees, any Trustee so elected to fill such vacancy at an annual meeting shall hold office for a term which coincides with that of the Class of Trustee to which such office has been apportioned as heretofore provided, and until his successor shall be elected and shall qualify or until he or she sooner dies, resigns, retires, or is disqualified or removed from officeapplicable law.