Common use of Resignation and Removal of Deal Agent Clause in Contracts

Resignation and Removal of Deal Agent. (a) The Deal Agent may, at any time with or without cause by giving 60 days’ prior written notice to the Borrower, the Closed-End Servicer and the Warehouse Facility Secured Parties, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the appointment of a successor Deal Agent by the affirmative vote of the Required Warehouse Lenders, with the consent of the Borrower (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 Deal Agent. The Deal Agent may be removed at any time (with cause) and a successor Deal Agent appointed by the affirmative vote of the Required Warehouse Lenders, with the consent (so long as no Warehouse Facility Termination Event has occurred and is continuing) of the Borrower, which consent will not be unreasonably withheld, delayed or conditioned, provided, however, that, the Deal Agent shall be entitled to its reasonable fees and expenses to the date of removal. If no successor Deal 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 Deal Agent, the Borrower or any Warehouse Facility Secured Party may apply to any court of competent jurisdiction to appoint a successor Deal Agent to act until such time, if any, as a successor Deal Agent shall have been appointed as above provided. Any successor Deal Agent so appointed by such court shall immediately and without further act supersede any predecessor Deal Agent. (b) If at any time the Deal Agent shall resign or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Deal Agent for any other cause, a successor Deal Agent shall be appointed by the Required Warehouse Lenders, 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 Deal Agent shall be terminated and cancelled without procuring the resignation of such predecessor Deal Agent, and without any other formality (except as may be required by applicable law) than the appointment and designation of a successor Deal Agent in writing, duly acknowledged, delivered to the predecessor Deal 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 Deal Agent hereunder is required to be filed. (c) The appointment and designation referred to in Section 3.6(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 Deal 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 Deal Agent shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessors; but any predecessor Deal Agent shall nevertheless, on payment of its charges and on the written request of the Required Warehouse Lenders, the Borrower or any successor Deal 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 in connection with the performance of its obligations as Deal Agent (or otherwise in connection with the Basic Documents) to such successor Deal Agent. Should any deed, conveyance or other instrument in writing from the Borrower be required by any successor Deal Agent for more fully and certainly vesting in such successor Deal Agent the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Deal Agent, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor Deal Agent, be executed, acknowledged and delivered by the Borrower. (d) Any required filing for record of the instrument appointing a successor Deal Agent as hereinabove provided shall be at the expense of the Borrower. The resignation of any Deal Agent and the instrument or instruments removing any Deal 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.