Resignation and Removal of Closed-End Administrative Agent Clause Samples
The 'Resignation and Removal of Closed-End Administrative Agent' clause defines the process by which the administrative agent in a closed-end financial arrangement can either step down voluntarily or be removed by the relevant parties. Typically, this clause outlines the notice requirements, the conditions under which resignation or removal is permitted, and the procedure for appointing a successor agent to ensure continuity of administration. Its core function is to provide a clear and orderly mechanism for changing the administrative agent, thereby minimizing disruption and maintaining effective management of the closed-end arrangement.
Resignation and Removal of Closed-End Administrative Agent. (a) The Closed-End Administrative Agent may, at any time with or without cause by giving 60 days’ prior written notice to the Borrower and the Secured Parties (or, in the case of the Warehouse Facility Secured Parties, the Deal Agent on their behalf), resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the appointment of a successor Closed-End Administrative Agent by the affirmative vote of the Required Secured Parties, with the consent of the Borrower (such consent of the Borrower being required only so long as no Warehouse Facility Termination Event has occurred and is continuing), which consent shall not be unreasonably withheld, delayed or conditioned, and the acceptance of such appointment by such successor Closed-End Administrative Agent. The Closed-End Administrative Agent may be removed at any time (with cause) and a successor Closed-End Administrative Agent appointed by the affirmative vote of the Required Secured Parties, with the consent (so long as no Warehouse Facility Termination Event has occurred and is continuing) of Borrower, which consent will not be unreasonably withheld, delayed or conditioned, provided that the Closed-End Administrative Agent shall be entitled to its reasonable fees and expenses to the date of removal. If no successor Closed-End Administrative Agent shall be appointed and approved within 60 days from the date of the giving of the aforesaid notice of resignation or within 60 days from the date of such vote for removal, the Closed-End Administrative Agent, the Borrower, the Deal Agent or any Secured Party may apply to any court of competent jurisdiction to appoint a successor Closed-End Collateral Agent to act until such time, if any, as a successor Closed-End Administrative Agent shall have been appointed as above provided. Any successor Closed-End Administrative Agent so appointed by such court shall immediately and without further act supersede any predecessor Closed-End Administrative Agent.
(b) If at any time the Closed-End Administrative Agent shall resign or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Closed-End Administrative Agent for any other cause, a successor Closed-End Administrative Agent shall be appointed by the Required Secured Parties, with the consent (so long as no Warehouse Facility Termination Event has occurred and is continuing) of Borrower, which consent will not be unreasonably withhel...