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.