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

Resignation and Removal of Closed-End Collateral Agent. (a) The Closed-End Collateral 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 Collateral 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 Collateral Agent. The Closed-End Collateral Agent may be removed at any time (with cause) and a successor Closed-End Collateral 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 Collateral Agent shall be entitled to its reasonable fees and expenses to the date of removal. If no successor Closed-End Collateral 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 Collateral 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 Collateral Agent shall have been appointed as above provided. Any successor Closed-End Collateral Agent so appointed by such court shall immediately and without further act supersede any predecessor Closed-End Collateral Agent.