Common use of Termination and Resignation of Agent Clause in Contracts

Termination and Resignation of Agent. (a) The Agent may be terminated at any time upon ten (10) days prior written notice from each Note A Holder. In the event that the Agent is terminated pursuant to this Section 30, all of its rights and obligations under this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date of such termination. (b) The Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Note Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to the Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. Notwithstanding the foregoing, Note Holders hereby agree that, simultaneously with the closing of the Lead Securitization, the Master Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of GSMC without any further notice or other action. The termination or resignation of such Master Servicer, as Master Servicer under the Lead Securitization Servicing Agreement, shall be deemed a termination or resignation of such Master Servicer as Agent under this Agreement.

Termination and Resignation of Agent. (a) The Agent may be terminated at any time upon ten (10) days prior written notice from each the Lead Securitization Note A Holder. In the event that the Agent is terminated pursuant to this Section 30, all of its rights and obligations under this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date of such termination. (b) The Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Note Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to the Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. Notwithstanding the foregoing, Note Holders hereby agree that, simultaneously with the closing of the Lead Securitization, the Master Servicer Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of GSMC without any further notice or other action. The termination or resignation of such Master ServicerCertificate Administrator, as Master Servicer Certificate Administrator under the Lead Securitization Servicing Agreement, shall be deemed a termination or resignation of such Master Servicer Certificate Administrator as Agent under this Agreement.