Common use of Resignation and Removal of Closed-End Administrative Agent Clause in Contracts

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 withheld, delayed or conditioned, and the powers, duties, authority and title of the predecessor Closed-End Administrative Agent shall be terminated and cancelled without procuring the resignation of such predecessor Closed-End Administrative Agent, and without any other formality (except as may be required by applicable law) than the appointment and designation of a successor Closed-End Administrative Agent in writing, duly acknowledged, delivered to the predecessor Closed-End Administrative Agent and the Borrower and filed for record in each public office, if any, in which this Collateral Agency Agreement or any notice of the Closed-End Administrative Agent hereunder is required to be filed. (c) The appointment and designation referred to in Section 5.7(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Collateral Agency Agreement shall vest in such successor Closed-End Administrative Agent, without any further act, deed or conveyance, all of the estate and title of its predecessors and upon such filing for record the successor Closed-End Administrative Agent shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessors; but any predecessor Closed-End Administrative Agent shall nevertheless, on payment of its charges and on the written request of the Deal Agent or the Required Secured Parties, the Borrower or any successor Closed-End Administrative Agent empowered to act as such at the time any such request is made, execute and deliver an instrument without recourse or representation transferring to such successor all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder and shall deliver all securities and moneys held by it to such successor Closed-End Administrative Agent. Should any deed, conveyance or other instrument in writing from the Borrower be required by any successor Closed-End Administrative Agent for more fully and certainly vesting in such successor Closed-End Administrative Agent the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Closed-End Administrative Agent, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor Closed-End Administrative Agent, be executed, acknowledged and delivered by the Borrower. (d) Any required filing for record of the instrument appointing a successor Closed-End Administrative Agent as hereinabove provided shall be at the expense of the Borrower. The resignation of any Closed-End Administrative Agent, and the instrument or instruments removing any Closed-End Administrative Agent, together with all other instruments, deeds and conveyances provided for in this Section, shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Borrower, wherever this Collateral Agency Agreement is recorded, registered and filed.

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 withheld, delayed or conditioned, and the powers, duties, authority and title of the predecessor Closed-End Administrative Agent shall be terminated and cancelled without procuring the resignation of such predecessor Closed-End Administrative Agent, and without any other formality (except as may be required by applicable law) than the appointment and designation of a successor Closed-End Administrative Agent in writing, duly acknowledged, delivered to the predecessor Closed-End Administrative Agent and the Borrower and filed for record in each public office, if any, in which this Collateral Agency Agreement or any notice of the Closed-End Administrative Agent hereunder is required to be filed. (c) The appointment and designation referred to in Section 5.7(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Collateral Agency Agreement shall vest in such successor Closed-End Administrative Agent, without any further act, deed or conveyance, all of the estate and title of its predecessors and upon such filing for record the successor Closed-End Administrative Agent shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessors; but any predecessor Closed-End Administrative Agent shall nevertheless, on payment of its charges and on the written request of the Deal Agent or the Required Secured Parties, the Borrower or any successor Closed-End Administrative Agent empowered to act as such at the time any such request is made, execute and deliver an instrument without recourse or representation transferring to such successor all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder and shall deliver all securities and moneys held by it to such successor Closed-End Administrative Agent. Should any deed, conveyance or other instrument in writing from the Borrower be required by any successor Closed-End Administrative Agent for more fully and certainly vesting in such successor Closed-End Administrative Agent the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Closed-End Administrative Agent, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor Closed-End Administrative Agent, be executed, acknowledged and delivered by the Borrower. (d) Any required filing for record of the instrument appointing a successor Closed-End Administrative Agent as hereinabove provided herei▇▇▇▇▇▇ ▇▇▇▇ided shall be at the expense of the Borrower. The resignation of any Closed-End Administrative Agent, and the instrument or instruments removing any Closed-End Administrative Agent, together with all other instruments, deeds and conveyances provided for in this Section, shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Borrower, wherever this Collateral Agency Agreement is recorded, registered and filed.