Common use of Action Upon Termination Clause in Contracts

Action Upon Termination. (a) From and after the effective date of termination of this Agreement, the Collateral Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation to which it is entitled, and shall receive all other amounts for which it is entitled to reimbursement, all as provided in and subject to Section 8 hereof, and shall be entitled to receive any amounts owing under Sections 7 and 10 hereof. Upon such termination, the Collateral Manager shall as soon as practicable: (i) deliver to and at the direction of the Issuer all property and documents of the Trustee or the Issuer or otherwise relating to the Assets then in the custody of the Collateral Manager; and (ii) deliver to the Trustee an accounting with respect to the books and records delivered to the Trustee or the successor collateral manager appointed pursuant to Section 12(d) hereof. Notwithstanding such termination, the Collateral Manager shall remain liable for its acts or omissions hereunder as described in Section 10 arising prior to termination and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising out of a breach of the representations and warranties made by the Collateral Manager in Section 16(b) hereof or from any failure of the Collateral Manager to comply in all material respects with the provisions of this Section 15. (b) The Collateral Manager agrees that, notwithstanding any termination, it shall reasonably cooperate in any Proceeding arising in connection with this Agreement, the Indenture or any of the Assets (excluding any such Proceeding in which claims are asserted against the Collateral Manager or any Affiliate of the Collateral Manager) upon receipt of appropriate indemnification and expense reimbursement.

Action Upon Termination. (a) From and after the effective date of termination of this Agreement, the Collateral Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation to which it is entitled, and shall receive all other amounts for which it is entitled to reimbursement, all as provided in and subject to Section 8 hereof, and shall be entitled to receive any amounts owing under Sections 7 and 10 hereof. Upon such termination, the Collateral Manager shall as soon as practicable: (i) deliver to and at the direction of the Issuer all property and documents of the Collateral Trustee or the Issuer or otherwise relating to the Assets then in the custody of the Collateral Manager; and (ii) deliver to the Collateral Trustee an accounting with respect to the books and records delivered to the Collateral Trustee or the successor collateral manager appointed pursuant to Section 12(d) hereof. Notwithstanding such termination, the Collateral Manager shall remain liable for its acts or omissions hereunder as described in Section 10 arising prior to termination and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising out of a breach of the representations and warranties made by the Collateral Manager in Section 16(b) hereof or from any failure of the Collateral Manager to comply in all material respects with the provisions of this Section 15. (b) The Collateral Manager agrees that, notwithstanding any termination, it shall reasonably cooperate in any Proceeding arising in connection with this Agreement, the Indenture or any of the Assets (excluding any such Proceeding in which claims are asserted against the Collateral Manager or any Affiliate of the Collateral Manager) upon receipt of appropriate indemnification and expense reimbursement.

Action Upon Termination. (a) From and after the effective date of termination of this Agreement, the Collateral Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation accrued to which it is entitledthe date of termination and its pro rata portion of any Collateral Management Fee payable after the date of termination, and shall receive all other amounts for which it is entitled to reimbursement, all as provided in and subject to Section 8 hereof8(b), and shall be entitled to receive any amounts owing under Sections 7 Section 10, in each case in accordance with the Priority of Payments on the following Payment Date and 10 hereofeach Payment Date thereafter until paid in full. Upon such termination, the Collateral Manager shall as soon as practicable: (i) deliver to and at the direction of Issuer, or to the Issuer successor Collateral Manager if so directed by the Issuer, all property and documents of the Trustee or the Issuer or otherwise relating to the Assets Collateral then in the custody of the Collateral Manager; and (ii) deliver to the Trustee an accounting with respect to the books and records delivered to the Trustee or the successor collateral manager Collateral Manager appointed pursuant to Section 12(dSections 12(e) hereofand (f). Notwithstanding such termination, the Collateral Manager shall remain liable for its acts or omissions hereunder as described to the extent set forth in Section 10 arising prior to termination and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising out of a breach of the representations and warranties made by the Collateral Manager in Section 16(b17(b) hereof or from any failure of the Collateral Manager to comply in all material respects with the provisions of this Section 15. 14 or its obligations under Section 2(h)(i), Section 6 (bsolely with respect to confidentiality) and Section 7. The Collateral Manager agrees that, notwithstanding any termination, it shall reasonably cooperate in any Proceeding arising in connection with this Agreement, the Indenture or any of the Assets Collateral (excluding any such Proceeding in which claims are asserted against the Collateral Manager or any Affiliate of the Collateral Manager) upon receipt of appropriate indemnification indemnifications and expense reimbursement.

Action Upon Termination. (a) From and after Upon the effective date of termination of this Agreement, the Collateral Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation to which it is entitled, and shall receive all other amounts for which it is entitled to reimbursement, all as provided in and subject to Section 8 hereof, and shall be entitled to receive any amounts owing under Sections 7 and 10 hereof. Upon such termination, the Collateral Manager shall as soon as practicable: (i) deliver to and at the direction of the Issuer Company all property and documents of the Trustee or the Issuer Company or otherwise relating to the Assets Company’s assets then in the custody of the Collateral Manager; and (ii) deliver to the Trustee Administrative Agent or the successor investment manager appointed pursuant to Section 12(d) an accounting account with respect to the books and records delivered to the Trustee or the successor collateral manager appointed Company pursuant to Section 12(d) hereof13(a)(i). Notwithstanding such termination, the Collateral Manager shall remain liable to the extent set forth herein (but subject to Section 14 hereof) for its acts or omissions hereunder as described in Section 10 arising prior to termination and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ attorney’s fees) in respect of or arising out of a breach of the representations and warranties made by the Collateral Manager in Section 16(b) 4 hereof or from any failure of the Collateral Manager to comply in all material respects with the provisions of this Section 1513. (b) The Collateral Manager agrees that, notwithstanding any termination, it shall reasonably cooperate in any Proceeding suit, action or proceeding relating to this Agreement (each, a “Proceeding”) arising in connection with this Agreement, the Indenture LSA or any of the Assets Company’s assets (excluding any such Proceeding in which claims are asserted against the Collateral Manager or any Affiliate of the Collateral Manager) upon receipt of appropriate indemnification so long as the Collateral Manager shall have been offered reasonable security, indemnity or other provisions against the cost, expenses and expense reimbursementliabilities that might be incurred in connection therewith and a reasonable per diem fee.

Action Upon Termination. (a) From and after the effective date of termination of this Agreement, the Collateral Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation to which it is entitled, and shall receive all other amounts for which it is entitled to reimbursement, all as provided in and subject to Section 8 hereof, and shall be entitled to receive any amounts owing under Sections 7 and 10 hereof. Upon such termination, the Collateral Manager shall as soon as practicable: (i) deliver to and at the direction of the Issuer all property and documents of the Trustee or the Issuer or otherwise relating to the Assets then in the custody of the Collateral Manager; and (ii) deliver to the Trustee an accounting with respect to the books and records delivered to the Trustee or the successor collateral manager appointed pursuant to Section 12(d12(e) hereof. Notwithstanding such termination, the Collateral Manager shall remain liable for its acts or omissions hereunder as described in Section 10 arising prior to termination and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising out of a breach of the representations and warranties made by the Collateral Manager in Section 16(b) hereof or from any failure of the Collateral Manager to comply in all material respects with the provisions of this Section 15. (b) The Collateral Manager agrees that, notwithstanding any termination, it shall reasonably cooperate in any Proceeding arising in connection with this Agreement, the Indenture or any of the Assets (excluding any such Proceeding in which claims are asserted against the Collateral Manager or any Affiliate of the Collateral Manager) upon receipt of appropriate indemnification and expense reimbursement.

Action Upon Termination. (a) From and after the effective date of the termination of the Collateral Manager’s duties and obligations pursuant to this AgreementAgreement or resignation or removal of the Collateral Manager hereunder, the Collateral Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation accrued to which it is entitledthe date of termination, and shall receive all other amounts for which it is entitled to reimbursement, all as provided in and subject to Section 8 hereof, and shall be entitled to receive any amounts owing owing, and any benefits with respect to matters arising prior to such date, under Sections 7 and Section 10 hereof. Upon such termination, resignation or removal, the Collateral Manager shall as soon as practicable: (i) deliver to and at the direction of the Issuer all property and documents of the Trustee or the Issuer or otherwise relating to the Assets Collateral then in the custody of the Collateral Manager; and (ii) deliver to the Trustee an accounting with respect to the books and records delivered to the Trustee or the successor collateral manager Collateral Manager appointed pursuant to Section 12(d12(g) hereof. Notwithstanding such termination, resignation or removal, the Collateral Manager shall remain liable to the extent set forth herein (but subject to Section 10 hereof) for its acts or omissions hereunder as described in Section 10 arising prior to termination and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising out of a breach of the representations and warranties made by the Collateral Manager in Section 16(b) hereof or from any failure of the Collateral Manager to comply in all material respects with the provisions of this Section 1514; provided, that the Collateral Manager shall not be subject to any greater liability after the termination of this Agreement than it would have been subject to prior to such termination. (b) The Collateral Manager agrees that, notwithstanding any termination, it shall reasonably cooperate in any Proceeding arising in connection with this Agreement, the Indenture or any of the Assets Collateral (excluding any such Proceeding in which claims are asserted against the Collateral Manager or any Affiliate of the Collateral Manager) upon receipt of appropriate indemnification and expense reimbursement.

Action Upon Termination. (a) From and after the effective date of Upon any termination of this Agreement, the Collateral Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation to which it is entitled, and shall receive all other amounts for which it is entitled to reimbursement, all as provided in and subject to Section 8 hereof, and shall be entitled to receive any amounts owing under Sections 7 and 10 hereof. Upon such termination, the Collateral Manager shall as soon as practicable: (i) deliver to and at the direction of Issuer, or to the Issuer successor collateral manager if so directed by the Issuer, all property and documents of the Trustee or the Issuer or otherwise relating to the Portfolio Assets then in the custody of the Collateral Manager; and (ii) deliver to the Trustee an accounting with respect to the books and records delivered to the Trustee or the successor collateral manager appointed pursuant to Section 12(d) hereofmanager. Notwithstanding such termination, the Collateral Manager shall remain liable to the extent set forth herein (but subject to Section 8 hereof) for its acts or omissions hereunder as described in Section 10 arising prior to termination termination, and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising out of a breach of the representations and warranties made by the Collateral Manager in Section 16(b12(c) hereof or from any failure of the Collateral Manager to comply in all material respects with the provisions of this Section 1511. (b) The Collateral Manager agrees that, notwithstanding any termination, it shall reasonably cooperate in any Proceeding arising in connection with this Agreement, the Indenture Indenture, or any of the Portfolio Assets (excluding any such Proceeding in which claims are asserted against the Collateral Manager or any Affiliate of the Collateral Manager) upon receipt of appropriate indemnification and expense reimbursementreimbursement satisfactory to the Collateral Manager. (c) If the Class A Notes remain outstanding, the Trustee (at the direction of the Initial Majority Noteholder) or, otherwise, the Issuer shall appoint a successor upon the termination of this Agreement. No termination of this Agreement or any removal or resignation of the Collateral Manager shall be effective until the date as of which a successor collateral manager shall have agreed in writing to assume all of the Collateral Manager’s duties and obligations pursuant to this Agreement. Upon the acceptance by a successor collateral manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 5, 8, 9, 11 and 16.

Action Upon Termination. (a) From and after the effective date of termination of this Agreement, the Collateral Investment Manager shall not be entitled to compensation and reimbursement for further services hereunder, but shall be paid all compensation and reimbursement accrued to which it is entitledthe effective date of termination, and shall receive all other amounts for which it is entitled to reimbursement, all as provided in and subject to Section 8 hereof, and shall be entitled to receive any amounts owing under Sections 7 7, 8(b) and 10 hereof10. Upon such termination, the Collateral Investment Manager shall as soon as practicable: (i) deliver to and at the direction of the Issuer all property and documents of the Trustee or the Issuer or otherwise relating to the Assets Pledged Securities then in the custody of the Collateral ManagerInvestment Manager (although the Investment Manager may keep copies of such documents for its records); and (ii) deliver to the Trustee an accounting or the successor Investment Manager appointed pursuant to Section 12(e) its books and records with respect to the books and records delivered to Collateral Obligations (although the Trustee or the successor collateral manager appointed pursuant to Section 12(d) hereofInvestment Manager may keep copies of such documents for its records). Notwithstanding such termination, (i) the Collateral Investment Manager shall remain liable for (a) its acts or omissions hereunder as described in Section 10 arising prior to termination (subject to the limitations in Section 10) and for (b) any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising out of a breach of the representations and warranties made by the Collateral Investment Manager in Section 16(b) hereof or from any failure of the Collateral Investment Manager to comply in all material respects with the provisions of this Section 1514 and (ii) the Issuer shall remain liable for its obligations under Sections 7, 8 and 10. (b) The Collateral Investment Manager agrees thatagrees, that notwithstanding any termination, it shall (i) reasonably cooperate cooperate, at the expense of the Issuer, in any Proceeding arising in connection with this Agreement, the Indenture or any of the Assets Collateral (excluding any such Proceeding proceeding in which claims are or may be asserted against the Collateral Investment Manager or any Affiliate Investment Manager Affiliate) relating to the period of time during which this Agreement was in effect with respect to the Investment Manager, so long as the Investment Manager, the External Investment Adviser and, as applicable, every other Investment Manager Affiliate, shall have been provided such indemnity, security or other provision as is satisfactory to the Investment Manager and the External Investment Adviser against all costs, expenses and liabilities that might be incurred in connection therewith and (ii) reasonably cooperate, at the expense of the Collateral Issuer (with respect to the Investment Manager’s out-of-pocket expenses only) upon receipt of appropriate indemnification with any duly approved and expense reimbursementappointed successor Investment Manager hereunder in order to facilitate the succession by such successor Investment Manager.

Action Upon Termination. (a) From and after the effective date of the termination of the Collateral Manager’s duties and obligations pursuant to this AgreementAgreement or resignation or removal of the Collateral Manager hereunder, the Collateral Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation accrued to which it is entitledthe date of termination, and shall receive all other amounts for which it is entitled to reimbursement, all as provided in and subject to Section 8 hereof, and shall be entitled to receive any amounts owing owing, and any benefits with respect to matters arising prior to such date, under Sections 7 and Section 10 hereof. Upon such termination, resignation or removal, the Collateral Manager shall as soon as practicable: (i) deliver to and at the direction of the Issuer all property and documents of the Trustee or the Issuer or otherwise relating to the Assets Collateral then in the custody of the Collateral Manager; and (ii) deliver to the Trustee an accounting with respect to the books and records delivered to the Trustee or the successor collateral manager Collateral Manager appointed pursuant to Section 12(d12(f) hereof. Notwithstanding such termination, resignation or removal, the Collateral Manager shall remain liable to the extent set forth herein (but subject to Section 10 hereof) for its acts or omissions hereunder as described in Section 10 arising prior to termination and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising out of a breach of the representations and warranties made by the Collateral Manager in Section 16(b) hereof or from any failure of the Collateral Manager to comply in all material respects with the provisions of this Section 1514; provided, that the Collateral Manager shall not be subject to any greater liability after the termination of this Agreement than it would have been subject to prior to such termination. (b) The Collateral Manager agrees that, notwithstanding any termination, it shall reasonably cooperate in any Proceeding arising in connection with this Agreement, the Indenture or any of the Assets Collateral (excluding any such Proceeding in which claims are asserted against the Collateral Manager or any Affiliate of the Collateral Manager) upon receipt of appropriate indemnification and expense reimbursement.

Action Upon Termination. (a) From and after the effective date of termination of this Agreement, the Collateral Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation accrued to which it is entitledthe date of termination, and shall receive all other amounts for which it is entitled to reimbursement, all as provided in and subject to Section 8 hereof, and shall be entitled to receive any amounts owing under Sections 7 and 10 hereof. Upon such termination, the Collateral Manager shall as soon as practicable: (i) deliver to and at the direction of the Issuer all property and documents of the Trustee or the Issuer or otherwise relating to the Assets Collateral then in the custody of the Collateral Manager; and (ii) deliver to the Trustee an accounting account with respect to the books and records delivered to the Trustee or the successor collateral manager Collateral Manager appointed pursuant to Section 12(d12(e) hereof. Notwithstanding such termination, the Collateral Manager shall remain liable for its acts or omissions hereunder as described in Section 10 arising prior to termination and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising out of a breach of the representations and warranties made by the Collateral Manager in Section 16(b) hereof or from any failure of the Collateral Manager to comply in all material respects with the provisions of this Section 15. (b) The Collateral Manager agrees that, notwithstanding any termination, it shall reasonably cooperate in any Proceeding arising in connection with this Agreement, the Indenture or any of the Assets Collateral (excluding any such Proceeding in which claims are asserted against the Collateral Manager or any Affiliate of the Collateral Manager) upon receipt of appropriate indemnification and expense reimbursement.

Action Upon Termination. (a) From and after Upon the effective date of termination of this Agreement, Agreement or if the Collateral Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation to which it resigns or is entitled, and shall receive all other amounts for which it is entitled to reimbursement, all as provided removed in and subject to Section 8 accordance with the terms hereof, and shall be entitled to receive any amounts owing under Sections 7 and 10 hereof. Upon such termination, the Collateral Manager shall as soon as practicable: (i) practicable deliver to and at the direction of the Issuer Company all property and documents of the Trustee or the Issuer Company or otherwise relating to the Assets Company’s assets then in the custody of the Collateral Manager; Manager and (ii) deliver , in the case of a resignation or removal, take all other actions reasonably requested by the Administrative Agent, in each case to facilitate the Trustee an accounting with respect transition of the performance of such activities to the books and records delivered to the Trustee or the successor collateral manager appointed pursuant to Section 12(d) hereofmanager. Notwithstanding such termination, the Collateral Manager shall remain liable to the extent set forth herein (but subject to Section 13 hereof) for its acts or omissions hereunder as described in Section 10 arising prior to termination and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ attorney’s fees) in respect of or arising out of a breach of the representations and warranties made by the Collateral Manager in Section 16(b) 4 hereof or from any failure of the Collateral Manager to comply in all material respects with the provisions of this Section 1512. (b) The Collateral Manager agrees that, notwithstanding any terminationits resignation or removal or the termination of this Agreement, it shall reasonably cooperate in any suit, action or Proceeding relating to this Agreement arising in connection with this Agreement, the Indenture other Loan Documents or any of the Assets Company’s assets (excluding any such Proceeding in which claims are asserted against the Collateral Manager or any Affiliate of the Collateral Manager) upon receipt of appropriate indemnification so long as the Collateral Manager shall have been offered reasonable security, indemnity or other provisions against the cost, expenses and expense reimbursementliabilities that might be incurred in connection therewith, subject to the limitations contained in the Credit Agreement.

Action Upon Termination. (a) From and after the effective date of termination of this Agreement, the Collateral Manager Advisor shall not be entitled to compensation for further services hereunder, but shall be paid all compensation accrued to which it is entitledthe effective date of termination, and shall receive all other amounts for which it is entitled to reimbursement, all as provided in and subject to Section 8 hereof, and shall be entitled to receive any amounts owing under Sections 7 and 10 hereof10. Upon such termination, the Collateral Manager Advisor shall as soon as practicable: (i) deliver to and at the direction of the Issuer all property and documents of the Trustee or the Issuer or otherwise relating to the Assets Collateral Debt Securities and Eligible Investments then in the custody of the Collateral ManagerAdvisor (although the Collateral Advisor may keep copies of such documents for its records); and (ii) deliver to the Trustee an accounting with respect to the books and records delivered to the Trustee or the successor collateral manager Collateral Advisor appointed pursuant to Section 12(d) hereofits books and records with respect to the Collateral Debt Securities (although the Collateral Advisor may keep copies of such documents for its records). Notwithstanding such termination, (i) the Collateral Manager Advisor shall remain liable for (a) its obligations under Section 10 and its acts or omissions hereunder as described giving rise thereto (subject to the limitations in Section 10 10) arising prior to termination and for (b) any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising out of a breach of the representations and warranties made by the Collateral Manager Advisor in Section 16(b) hereof or from any failure of the Collateral Manager Advisor to comply in all material respects with the provisions of this Section 1514 and (ii) the Issuer shall remain liable for its obligations under Sections 7 and 10 and (iii) Section 32 shall remain in effect. (b) The Collateral Manager agrees that, notwithstanding any termination, it shall reasonably cooperate in any Proceeding arising in connection with this Agreement, the Indenture or any of the Assets (excluding any such Proceeding in which claims are asserted against the Collateral Manager or any Affiliate of the Collateral Manager) upon receipt of appropriate indemnification and expense reimbursement.

Action Upon Termination. (a) From and after the effective date of the termination of the Asset Manager’s duties and obligations pursuant to this AgreementAgreement or resignation or removal of the Asset Manager hereunder, the Collateral Asset Manager shall not be entitled to compensation for further services hereunder, but shall (i) be paid all compensation accrued to which it is entitledthe date of termination, and shall receive all other amounts for which it is entitled to reimbursement, all resignation or removal as provided in and subject Section 9 hereof, (ii) be paid all expenses accrued prior to the time of termination, resignation or removal as provided in Section 8 9 hereof, and (iii) shall be entitled to receive any amounts owing owing, and any benefits with respect to matters arising prior to the time of termination, under Sections 7 and 10 Section 12 hereof. Upon such termination, resignation or removal, the Collateral Asset Manager shall as soon as practicable: (i) deliver to and at the direction of the Issuer all property and documents of the Collateral Trustee or the Issuer or otherwise relating to the Assets Collateral then in the custody of the Collateral Asset Manager; and (ii) deliver to the Collateral Trustee an accounting with respect to the books and records delivered to the Collateral Trustee or the successor collateral manager Asset Manager appointed pursuant to Section 12(d14(e) hereof. Notwithstanding such termination, resignation or removal, the Collateral Asset Manager shall remain liable to the extent set forth herein (but, for the avoidance of doubt, subject to Section 12 hereof) for its acts or omissions hereunder as described in Section 10 arising prior to termination termination, resignation or removal and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) Liabilities in respect of or arising out of a breach of the representations and warranties made by the Collateral Asset Manager in Section 16(b17(b) hereof or from any failure of the Collateral Asset Manager to comply in all material respects with the provisions of this Section 1516. (b) The Collateral Asset Manager agrees that, notwithstanding any termination, resignation or removal it shall reasonably cooperate in any Proceeding arising in connection with this Agreement, the Indenture or any of the Assets Collateral (excluding any such Proceeding in which claims are asserted against the Collateral Asset Manager or any Affiliate of the Collateral Asset Manager) upon receipt of appropriate indemnification and expense reimbursementreimbursement satisfactory to the Asset Manager. (c) In the event this Agreement is terminated or the Asset Manager is removed or resigns pursuant to the terms hereof, and as a result the Asset Manager no longer acts as manager of the Managed Assets, the Issuer shall promptly take such steps as are necessary to remove from the Issuer’s name term “Ares” or any name or term that, in the reasonable judgment of the Asset Manager, implies a continuing relationship between the Issuer and the Asset Manager or any of its Affiliates.

Action Upon Termination. (a) From and after the effective date of Upon any termination of this Agreement, the Collateral Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation to which it is entitled, and shall receive all other amounts for which it is entitled to reimbursement, all as provided in and subject to Section 8 hereof, and shall be entitled to receive any amounts owing under Sections 7 and 10 hereof. Upon such termination, the Collateral Manager shall as soon as practicable: (i) deliver to and at the direction of Issuer, or to the Issuer successor collateral manager if so directed by the Issuer, all property and documents of the Trustee or the Issuer or otherwise relating to the Portfolio Assets then in the custody of the Collateral Manager; and (ii) deliver to the Trustee an accounting with respect to the books and records delivered to the Trustee or the successor collateral manager appointed pursuant to Section 12(d) hereofmanager. Notwithstanding such termination, (x) the Collateral Manager shall remain liable to the extent set forth herein (but subject to Section 8 hereof) for its acts or omissions hereunder as described in Section 10 arising prior to termination termination, and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ ' fees) in respect of or arising out of a material breach of the representations and warranties made by the Collateral Manager in Section 16(b) 12 hereof or from any material failure of the Collateral Manager to comply in all material respects with the provisions of this Section 1511, and (y) the Issuer shall remain liable to the extent set forth herein for the reimbursement of the Collateral Manager’s Collateral Manager Expenses and Collateral Manager Advances and the payment of the Collateral Manager Fee through and including the date of such termination. (b) The Collateral Manager agrees that, notwithstanding any termination, it shall reasonably cooperate in any Proceeding arising in connection with this Agreement, the Indenture Indenture, or any of the Portfolio Assets (excluding any such Proceeding in which claims are asserted against the Collateral Manager or any Affiliate of the Collateral Manager) upon receipt of appropriate indemnification and expense reimbursementreimbursement satisfactory to the Collateral Manager. (c) If the Notes remain outstanding, the Trustee (at the direction of the Majority Holders) or, otherwise, the Issuer shall appoint a successor upon the termination of this Agreement; provided that, in the case of Section 10(b)(viii) or 10(b)(x), the Liquidation Agent shall have the right to appoint a successor collateral manager. No termination of this Agreement or any removal or resignation of the Collateral Manager shall be effective until the date as of which a successor collateral manager shall have agreed in writing to assume all of the Collateral Manager's duties and obligations pursuant to this Agreement. Upon the acceptance by a successor collateral manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 5, 8, 9, 11 and 16.

Action Upon Termination. (a) From and after the effective date of Upon any termination of this Agreement, the Collateral Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation to which it is entitled, and shall receive all other amounts for which it is entitled to reimbursement, all as provided in and subject to Section 8 hereof, and shall be entitled to receive any amounts owing under Sections 7 and 10 hereof. Upon such termination, the Collateral Manager shall as soon as reasonably practicable: (i) deliver to and at the direction of Issuer, or to the Issuer successor collateral manager if so directed by the Issuer, all property and documents of the Trustee or the Issuer or otherwise relating to the Portfolio Assets then in the custody of the Collateral Manager; and (ii) deliver to the Trustee an accounting with respect to the books and records delivered to the Trustee or the successor collateral manager appointed pursuant to Section 12(d) hereofmanager. Notwithstanding such termination, (x) the Collateral Manager shall remain liable to the extent set forth herein (but subject to Section 8 hereof) for its acts or omissions hereunder as described in Section 10 arising prior to termination termination, and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising out of a material breach of the representations and warranties made by the Collateral Manager in Section 16(b) 12 hereof or from any material failure of the Collateral Manager to comply in all material respects with the provisions of this Section 1511, and (y) the Issuer shall remain liable to the extent set forth herein for the reimbursement of the Collateral Manager’s Collateral Manager Expenses and Collateral Manager Advances through and including the date of such termination. (b) The Collateral Manager agrees that, notwithstanding any termination, it shall reasonably cooperate in any Proceeding arising in connection with this Agreement, the Indenture Indenture, or any of the Portfolio Assets (excluding any such Proceeding in which claims are asserted against the Collateral Manager or any Affiliate of the Collateral Manager) upon receipt of appropriate indemnification and expense reimbursementreimbursement satisfactory to the Collateral Manager.

Action Upon Termination. (a) From and after the effective date of Upon any termination of this Agreement, the Collateral Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation to which it is entitled, and shall receive all other amounts for which it is entitled to reimbursement, all as provided in and subject to Section 8 hereof, and shall be entitled to receive any amounts owing under Sections 7 and 10 hereof. Upon such termination, the Collateral Manager shall as soon as practicable: (i) deliver to and at the direction of Issuer, or to the Issuer successor collateral manager if so directed by the Issuer, all property and documents of the Trustee or the Issuer or otherwise relating to the Portfolio Assets then in the custody of the Collateral Manager; and (ii) deliver to the Trustee an accounting with respect to the books and records delivered to the Trustee or the successor collateral manager appointed pursuant to Section 12(d) hereofmanager. Notwithstanding such termination, the Collateral Manager shall remain liable to the extent set forth herein (but subject to Section 8 hereof) for its acts or omissions hereunder as described in Section 10 arising prior to termination termination, and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising out of a breach of the representations and warranties made by the Collateral Manager in Section 16(b12(c) hereof or from any failure of the Collateral Manager to comply in all material respects with the provisions of this Section 1511. (b) The Collateral Manager agrees that, notwithstanding any termination, it shall reasonably cooperate in any Proceeding arising in connection with this Agreement, the Indenture Indenture, or any of the Portfolio Assets (excluding any such Proceeding in which claims are asserted against the Collateral Manager or any Affiliate of the Collateral Manager) upon receipt of appropriate indemnification and expense reimbursementreimbursement satisfactory to the Collateral Manager. (c) If the Notes remain outstanding, the Trustee (at the direction of the Initial Majority Noteholder) or, otherwise, the Issuer shall appoint a successor upon the termination of this Agreement. No termination of this Agreement or any removal or resignation of the Collateral Manager shall be effective until the date as of which a successor collateral manager shall have agreed in writing to assume all of the Collateral Manager’s duties and obligations pursuant to this Agreement. Upon the acceptance by a successor collateral manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 5, 8, 9, 11 and 16.

Action Upon Termination. (a) From and after the effective date of termination of this Agreement, the Collateral Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation accrued to which it is entitledthe date of termination and its pro rata portion of any Incentive Management Fee payable on the Payment Date occurring immediately following such date of termination, and shall receive all other amounts for which it is entitled to reimbursement, all as provided in and subject to Section 8 hereof8(c), and shall be entitled to receive any amounts owing under Sections 7 7, 8 and 10 hereof10. For the avoidance of doubt, following the resignation or removal of the Collateral Manager, any Deferred Management Fees will be treated as if the outgoing Collateral Manager had given notice to the Trustee of the Collateral Manager’s election to receive payment of all of the Deferred Management Fees and shall be payable to the outgoing Collateral Manager on the next Payment Date in accordance with the Priority of Payments and any ongoing discretionary deferral by the outgoing Collateral Manager shall thereafter terminate and have no further force or effect. Upon such termination, the Collateral Manager shall as soon as practicable: (i) deliver to and at the direction of the Issuer or to the successor collateral manager if so directed by the Issuer, all property and documents of the Trustee or the Issuer or otherwise relating to the Assets then in the custody of the Collateral Manager; provided that the Collateral Manager may keep copies of any documents required to be retained in compliance with the record keeping requirements of the Advisers Act; and (ii) deliver to the Trustee an accounting with respect to the books and records delivered to the Trustee or the successor collateral manager appointed pursuant to Section 12(dSections 12(e), (f) hereofand (g). Notwithstanding such termination, the Collateral Manager shall remain liable for its acts or omissions hereunder as described to the extent set forth in Section 10 arising prior to termination and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising out of a breach of the representations and warranties made by the Collateral Manager in Section 16(b17(b) hereof or from any failure of the Collateral Manager to comply in all material respects with the provisions of this Section 15. 14 or its obligations under Section 2(h)(i) and Section 6 (b) with respect to confidentiality). The Collateral Manager agrees that, notwithstanding any termination, it shall reasonably cooperate in any Proceeding arising in connection with this Agreement, the Indenture or any of the Assets (excluding any such Proceeding in which claims are asserted against the Collateral Manager or any Affiliate of the Collateral Manager) upon receipt of appropriate indemnification indemnifications and expense reimbursement. (b) The Issuer agrees that it shall give each Rating Agency then rating the Rated Notes notice of any resignation or removal of the Collateral Manager under this Agreement and of the appointment of any successor collateral manager.

Action Upon Termination. (a) From and after the effective date of termination of this Agreement, the Collateral Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation accrued to which it is entitledthe effective date of termination, and shall receive all other amounts for which it is entitled to reimbursement, all as provided in and subject to Section 8 hereof, and shall be entitled to receive any amounts owing under Sections 7 7, 8 and 10 hereof10. Upon such termination, the Collateral Manager shall as soon as practicable: (i) deliver to and at the direction of the Issuer all property and documents of the Trustee or the Issuer or otherwise relating to the Assets Collateral Debt Securities and Eligible Investments then in the custody of the Collateral ManagerManager (although the Collateral Manager may keep copies of such documents for its records); and (ii) deliver to the Trustee an accounting with respect to the books and records delivered to the Trustee or the successor collateral manager Collateral Manager appointed pursuant to Section 12(d) hereofits books and records with respect to the Collateral Debt Securities (although the Collateral Manager may keep copies of such documents for its records). Notwithstanding such termination, (i) the Collateral Manager shall remain liable for (a) its obligations under Section 10 and its acts or omissions hereunder as described giving rise thereto (subject to the limitations in Section 10 10) arising prior to termination and for (b) any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising out of a breach of the representations and warranties made by the Collateral Manager in Section 16(b) hereof or from any failure of the Collateral Manager to comply in all material respects with the provisions of this Section 1514, and (ii) the Issuer shall remain liable for its obligations under Sections 7 and 10.10, and Section 32 shall remain in effect. (b) The Collateral Manager agrees that, notwithstanding any termination, it shall reasonably cooperate in any Proceeding arising in connection with this Agreement, the Indenture or any of the Assets (excluding any such Proceeding in which claims are asserted against the Collateral Manager or any Affiliate of the Collateral Manager) upon receipt of appropriate indemnification and expense reimbursement.

Action Upon Termination. (a) From and after the effective date of Upon any termination of this Agreement, the Collateral Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation to which it is entitled, and shall receive all other amounts for which it is entitled to reimbursement, all as provided in and subject to Section 8 hereof, and shall be entitled to receive any amounts owing under Sections 7 and 10 hereof. Upon such termination, the Collateral Manager shall as soon as reasonably practicable: (i) deliver to and at the direction of Issuer, or to the Issuer successor collateral manager if so directed by the Issuer, all property and documents of the Trustee or the Issuer or otherwise relating to the Portfolio Assets then in the custody of the Collateral Manager; and (ii) deliver to the Trustee an accounting with respect to the books and records delivered to the Trustee or the successor collateral manager appointed pursuant to Section 12(d(if any). (b) hereof. Notwithstanding such termination, (x) the Collateral Manager shall remain liable to the extent set forth herein (but subject to Section 8 hereof) for its acts or omissions hereunder as described in Section 10 arising prior to termination termination, and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ ' fees) in respect of or arising out of a breach of the representations and warranties made by the Collateral Manager in Section 16(b) 13 hereof or from any failure of the Collateral Manager to comply in all material respects with the provisions of this Section 1512, and (y) and the Issuer shall remain liable to the extent set forth herein for the reimbursement of the Collateral Manager's Collateral Manager Expenses and Collateral Manager Advances through and including the date of such their respective acts or omissions hereunder arising (or for breach of representations and warranties made hereunder) prior to termination to the extent set forth herein. (bc) The Collateral Manager agrees that, notwithstanding any termination, it shall reasonably cooperate in any Proceeding arising in connection with this Agreement, the Indenture Indenture, or any of the Portfolio Assets (excluding any such Proceeding in which claims are asserted against the Collateral Manager or any Affiliate of the Collateral Manager) upon receipt of appropriate indemnification and expense reimbursementreimbursement satisfactory to the Collateral Manager. (d) The provisions of this Section 12 shall survive the termination of this Agreement.

Action Upon Termination. (a) From and after the effective date of the termination of the Asset Manager’s duties and obligations pursuant to this AgreementAgreement or resignation or removal of the Asset Manager hereunder, the Collateral Asset Manager shall not be entitled to compensation for further services hereunder, but shall (i) be paid all compensation accrued to which it is entitledthe date of termination, and shall receive all other amounts for which it is entitled to reimbursement, all resignation or removal as provided in and subject Section 9 hereof, (ii) be paid all expenses accrued prior to the time of termination, resignation or removal as provided in Section 8 9 hereof, and (iii) shall be entitled to receive any amounts owing owing, and any benefits with respect to matters arising prior to the time of termination, under Sections 7 and 10 Section 12 hereof. Upon such termination, resignation or removal, the Collateral Asset Manager shall as soon as practicable: (i) deliver to and at the direction of the Issuer all property and documents of the Trustee or the Issuer or otherwise relating to the Assets Collateral then in the custody of the Collateral Asset Manager; and (ii) deliver to the Trustee an accounting with respect to the books and records delivered to the Trustee or the successor collateral manager Asset Manager appointed pursuant to Section 12(d14(e) hereof. Notwithstanding such termination, resignation or removal, the Collateral Asset Manager shall remain liable to the extent set forth herein (but, for the avoidance of doubt, subject to Section 12 hereof) for its acts or omissions hereunder as described in Section 10 arising prior to termination termination, resignation or removal and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) Liabilities in respect of or arising out of a breach of the representations and warranties made by the Collateral Asset Manager in Section 16(b17(b) hereof or from any failure of the Collateral Asset Manager to comply in all material respects with the provisions of this Section 1516. (b) The Collateral Asset Manager agrees that, notwithstanding any termination, resignation or removal it shall reasonably cooperate in any Proceeding arising in connection with this Agreement, the Indenture or any of the Assets Collateral (excluding any such Proceeding in which claims are asserted against the Collateral Asset Manager or any Affiliate of the Collateral Asset Manager) upon receipt of appropriate indemnification and expense reimbursementreimbursement satisfactory to the Asset Manager. (c) In the event this Agreement is terminated or the Asset Manager is removed or resigns pursuant to the terms hereof, and as a result the Asset Manager no longer acts as manager of the Managed Assets, the Issuer shall promptly take such steps as are necessary to remove from the Issuer’s name term “Ares” or any name or term that, in the reasonable judgment of the Asset Manager, implies a continuing relationship between the Issuer and the Asset Manager or any of its Affiliates.

Action Upon Termination. (a) From and after the effective date of termination of this Agreement, the Collateral Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation to which it is entitled, Investment Adviser and shall receive all every other amounts for which it is entitled to reimbursement, all as provided in and subject to Section 8 hereof, and Indemnified Party shall be entitled to receive any amounts owing under Sections 7 8 and 10 hereofhereof as in effect immediately prior to the effective date of the removal of the Investment Adviser. Upon such termination, the Collateral Manager Investment Adviser shall as soon as practicable: (i) practicable deliver to and at the direction of the Issuer Borrower all property and documents of the Trustee or the Issuer Borrower or otherwise relating to the Collateral Assets (and the proceeds thereof) then in the custody of the Collateral Manager; and (ii) deliver to the Trustee an accounting with respect to the books and records delivered to the Trustee or the successor collateral manager appointed pursuant to Section 12(d) hereofInvestment Adviser. Notwithstanding such termination, the Collateral Manager Investment Adviser shall remain liable for its acts or omissions hereunder as described in Section 10 arising prior to termination and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising out of a breach of the representations and warranties made by the Collateral Manager Investment Adviser in Section 16(b) hereof or from any failure of the Collateral Manager Investment Adviser to comply in all material respects with the provisions of this Section 15. (b) The Collateral Manager Investment Adviser agrees that, notwithstanding any termination, it shall reasonably cooperate in any Proceeding arising in connection with this Agreement, the Indenture Credit Agreement or any of the Assets Collateral (excluding any such Proceeding in which claims are asserted against the Collateral Manager Investment Adviser or any Affiliate of the Collateral ManagerInvestment Adviser) upon receipt of appropriate indemnification and expense reimbursement. (c) In connection with any termination of the Investment Adviser pursuant to Section 14 or otherwise, the name of the Borrower shall be changed to omit references to “Xxxxxx Square BDC Funding I LLC” and no further use of “Xxxxxx Square BDC Funding I LLC” or any similar names or any derivations thereof will be permitted by the Borrower, the successor Investment Adviser or any other Person in relation to the activities of the Borrower without the prior consent of Xxxxxx Square.

Action Upon Termination. (a) From and after the effective date of termination of this Agreement, the Collateral Investment Manager shall not be entitled to compensation and reimbursement for further services hereunder, but shall be paid all compensation and reimbursement accrued to which it is entitledthe effective date of termination, and shall receive all other amounts for which it is entitled to reimbursement, all as provided in and subject to Section 8 hereof, and shall be entitled to receive any amounts owing under Sections 7 7, 8(b) and 10 hereof10. Upon such termination, the Collateral Investment Manager shall as soon as practicable: (i) deliver to and at the direction of the Issuer all property and documents of the Trustee or the Issuer or otherwise relating to the Assets Collateral Obligations then in the custody of the Collateral ManagerInvestment Manager (although the Investment Manager may keep copies of such documents for its records); and (ii) deliver to the Trustee an accounting or the successor Investment Manager appointed pursuant to Section 12(e) its books and records with respect to the books and records delivered to Collateral Obligations (although the Trustee or the successor collateral manager appointed pursuant to Section 12(d) hereofInvestment Manager may keep copies of such documents for its records). Notwithstanding such termination, (i) the Collateral outgoing Investment Manager shall remain liable for (a) its acts or omissions hereunder as described in Section 10 arising prior to termination (subject to the limitations in Section 10) and for (b) any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising out of a breach of the representations and warranties made by the Collateral outgoing Investment Manager in Section 16(b) hereof or from any failure of the Collateral outgoing Investment Manager to comply in all material respects with the provisions of this Section 1514 and (ii) the Issuer shall remain liable for its obligations under Sections 7, 8 and 10. (b) The Collateral Investment Manager agrees that, notwithstanding any termination, it shall (i) reasonably cooperate cooperate, at the expense of the Issuer, in any Proceeding arising in connection with this Agreement, the Indenture or any of the Assets Collateral (excluding any such Proceeding in which claims are or may be asserted against the Collateral Investment Manager or any Affiliate Investment Manager Affiliate) relating to the period of time during which this Agreement was in effect with respect to the Investment Manager, so long as the Investment Manager, the External Investment Adviser and, as applicable, every other Investment Manager Affiliate, shall have been provided such indemnity, security or other provision as is satisfactory to the Investment Manager and the External Investment Adviser against all costs, expenses and liabilities that might be incurred in connection therewith and (ii) reasonably cooperate, at the expense of the Collateral Issuer (with respect to the Investment Manager’s out-of-pocket expenses only) upon receipt of appropriate indemnification with any duly approved and expense reimbursementappointed successor Investment Manager hereunder in order to facilitate the succession by such successor Investment Manager.

Action Upon Termination. (a) From and after the effective date of termination of this Agreement, the Collateral Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation to which it is entitled, and shall receive all other amounts for which it is entitled to reimbursement, all as provided in and subject to Section 8 hereof, and shall be entitled to receive any amounts owing under Sections 7 and 10 hereof. Upon such termination, the Collateral Manager shall as soon as practicable: (i) deliver to and at the direction of the Issuer all property documents and documents books and records of the Collateral Trustee or the Issuer or otherwise relating to the Assets then in the custody of held by the Collateral Manager; and (ii) deliver to the Collateral Trustee an accounting with respect to the books and records delivered to the Collateral Trustee or the successor collateral manager appointed pursuant to Section 12(d) hereof. Notwithstanding such termination, the Collateral Manager shall remain liable for its acts or omissions hereunder as described in Section 10 arising prior to termination and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising out of a breach of the representations and warranties made by the Collateral Manager in Section 16(b) hereof or from any failure of the Collateral Manager to comply in all material respects with the provisions of this Section 15. (b) The Collateral Manager agrees that, notwithstanding any termination, it shall reasonably cooperate in any Proceeding arising in connection with this Agreement, the Indenture or any of the Assets (excluding any such Proceeding in which claims are asserted against the Collateral Manager or any Affiliate of the Collateral Manager) upon receipt of appropriate indemnification and expense reimbursement.

Action Upon Termination. (a) From and after the effective date of termination of this Agreement, the Collateral Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation accrued to which it is entitledthe date of termination and its pro rata portion of any Incentive Management Fee payable on the Payment Date occurring immediately following such date of termination, and shall receive all other amounts for which it is entitled to reimbursement, all as provided in and subject to Section 8 hereof8(c), and shall be entitled to receive any amounts owing under Sections 7 7, 8 and 10 hereof10. For the avoidance of doubt, following the resignation or removal of the Collateral Manager, any Deferred Management Fees will be treated as if the outgoing Collateral Manager had given notice to the Collateral Trustee of the Collateral Manager’s election to receive payment of all of the Deferred Management Fees and shall be payable to the outgoing Collateral Manager on the next Payment Date in accordance with the Priority of Payments and any ongoing discretionary deferral by the outgoing Collateral Manager shall thereafter terminate and have no further force or effect. Upon such termination, the Collateral Manager shall as soon as practicable: (i) deliver to and at the direction of the Issuer or to the successor collateral manager if so directed by the Issuer, all property and documents of the Collateral Trustee or the Issuer or otherwise relating to the Assets then in the custody of the Collateral Manager; provided that the Collateral Manager may keep copies of any documents required to be retained in compliance with the record keeping requirements of the Advisers Act; and (ii) deliver to the Collateral Trustee an accounting with respect to the books and records delivered to the Collateral Trustee or the successor collateral manager appointed pursuant to Section 12(dSections 12(e), (f) hereofand (g). Notwithstanding such termination, the Collateral Manager shall remain liable for its acts or omissions hereunder as described to the extent set forth in Section 10 arising prior to termination and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising out of a breach of the representations and warranties made by the Collateral Manager in Section 16(b17(b) hereof or from any failure of the Collateral Manager to comply in all material respects with the provisions of this Section 15. 14 or its obligations under Section 2(h)(i) and Section 6 (b) with respect to confidentiality). The Collateral Manager agrees that, notwithstanding any termination, it shall reasonably cooperate in any Proceeding arising in connection with this Agreement, the Indenture or any of the Assets (excluding any such Proceeding in which claims are asserted against the Collateral Manager or any Affiliate of the Collateral Manager) upon receipt of appropriate indemnification indemnifications and expense reimbursement. (b) The Issuer agrees that it shall give each Rating Agency then rating the Rated Debt notice of any resignation or removal of the Collateral Manager under this Agreement and of the appointment of any successor collateral manager. |

Action Upon Termination. (a) From and after the effective date of termination of this Agreement, the Collateral Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation to which it is entitled, and shall receive all other amounts for which it is entitled to reimbursement, all as provided in and subject to Section 8 hereof, and shall be entitled to receive any amounts owing under Sections 7 and 10 hereof. Upon such termination, the Collateral Manager shall as soon as practicable: (i) deliver to and at the direction of the Issuer Borrower all property and documents of the Trustee or the Issuer Borrower or otherwise relating to the Collateral Assets then in the custody of the Collateral Manager; and (ii) deliver to the Trustee Administrative Agent an accounting with respect to the books and records delivered to the Trustee or the successor collateral manager appointed pursuant to Section 12(d) hereof. Notwithstanding such termination, the Collateral Manager shall remain liable for its acts or omissions hereunder as described in Section 10 arising prior to termination and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising out of a breach of the representations and warranties made by the Collateral Manager in Section 16(b) hereof or from any failure of the Collateral Manager to comply in all material respects with the provisions of this Section 15. (b) The Collateral Manager agrees that, notwithstanding any termination, it shall reasonably cooperate in any Proceeding proceeding arising in connection with this Agreement, the Indenture Credit Agreement or any of the Collateral Assets (excluding any such Proceeding proceeding in which claims are asserted against the Collateral Manager or any Affiliate of the Collateral Manager) upon receipt of appropriate indemnification and expense reimbursement.

Action Upon Termination. (a) From and after the effective date of Upon any termination of this Agreement, the Collateral Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation to which it is entitled, and shall receive all other amounts for which it is entitled to reimbursement, all as provided in and subject to Section 8 hereof, and shall be entitled to receive any amounts owing under Sections 7 and 10 hereof. Upon such termination, the Collateral Manager shall as soon as practicable: (i) deliver to and at the direction of Borrower, or to the Issuer successor collateral manager if so directed by the Borrower, all property and documents of the Trustee Administrative Agent or the Issuer Borrower or otherwise relating to the Assets Debt Obligations then in the custody of the Collateral ManagerManager (including, without limitation, all documents evidencing the Debt Obligations); and (ii) deliver to the Trustee Administrative Agent an accounting with respect to the books and records delivered to the Trustee Administrative Agent or the successor collateral manager appointed pursuant to Section 12(d) hereofmanager. Notwithstanding such termination, the Collateral Manager shall remain liable to the extent set forth herein (but subject to Section 8 hereof) for its acts or omissions hereunder as described in Section 10 arising prior to termination termination, and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising out of a breach of the representations and warranties made by the Collateral Manager in Section 16(b12(c) hereof or from any failure of the Collateral Manager to comply in all material respects with the provisions of this Section 1511. (b) The Collateral Manager agrees that, notwithstanding any termination, it shall reasonably cooperate in any Proceeding arising in connection with this Agreement, the Indenture Loan Agreement, or any of the Assets Debt Obligations (excluding any such Proceeding in which claims are asserted against the Collateral Manager or any Affiliate of the Collateral Manager) upon receipt of appropriate indemnification and expense reimbursementreimbursement satisfactory to the Collateral Manager. (c) If any Loans remain outstanding, the Administrative Agent or the Borrower shall appoint a successor upon the termination of this Agreement. No termination of this Agreement or any removal or resignation of the Collateral Manager shall be effective until the date as of which (x) a successor collateral manager acceptable to the Administrative Agent shall have agreed in writing to assume all of the Collateral Manager’s duties and obligations pursuant to this Agreement, (y) such successor collateral manager has entered into a collateral management agreement that is either substantially in the form of this Agreement or otherwise in a form approved by the Administrative Agent, and (z) the appointment of such successor collateral manager is effective in accordance with the terms of such collateral management agreement. The Administrative Agent shall constitute an express third party beneficiary of this Agreement for purposes of this Section 11(c). Upon the acceptance by a successor collateral manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 5, 8, 9, 11 and 16.

Action Upon Termination. (a) From and after the effective date of termination of this Agreement, the Collateral Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation accrued to which it is entitledthe date of termination, and shall receive all other amounts for which it is entitled to reimbursement, all as provided in and subject to Section 8 hereof, and shall be entitled to receive any amounts owing under Sections 7 7, 8(b) and 10 hereofhereof (the provisions of which shall survive such termination, subject to and in accordance with the Indenture). Upon such termination, the Collateral Manager shall as soon as practicable: (i) deliver to and at the direction of the Issuer all property and documents of the Trustee or the Issuer or otherwise relating to the Assets Pledged Securities then in the custody of the Collateral Manager; and (ii) deliver to the Trustee an accounting with respect to the books and records delivered to the Trustee or the successor collateral manager Collateral Manager appointed pursuant to Section 12(d12(g) hereof. Notwithstanding such termination, the Collateral Manager shall remain liable for its acts or omissions hereunder as described in Section 10 arising prior to termination and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising out of a breach of the representations and warranties made by the Collateral Manager in Section 16(b) hereof or from any failure of the Collateral Manager to comply in all material respects with the provisions of this Section 15. (b) . The Collateral Manager agrees that, notwithstanding any termination, it shall reasonably cooperate in any Proceeding arising in connection with this Agreement, the Indenture or any of the Assets Collateral (excluding any such Proceeding in which claims are asserted against the Collateral Manager or any Affiliate of the Collateral Manager) upon receipt of appropriate indemnification and expense reimbursement.

Action Upon Termination. (a) From and after the effective date of the termination of the Collateral Manager’s duties and obligations pursuant to this AgreementAgreement or resignation or removal of the Collateral Manager hereunder, the Collateral Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation accrued to which it is entitledthe date of termination, and shall receive all other amounts for which it is entitled to reimbursement, all as provided in and subject to Section 8 hereof, and shall be entitled to receive any amounts owing owing, and any benefits with respect to matters arising prior to such date, under Sections 7 and Section 10 hereof. Upon such termination, resignation or removal, the Collateral Manager shall as soon as practicable: (i) deliver to and at the direction of the Issuer all property and documents of the Trustee or the Issuer or otherwise relating to the Assets Collateral then in the custody of the Collateral Manager; and (ii) deliver to the Trustee an accounting with respect to the books and records delivered to the Trustee or the successor collateral manager Collateral Manager appointed pursuant to Section 12(d12(h) hereof. Notwithstanding such termination, resignation or removal, the Collateral Manager shall remain liable to the extent set forth herein (but subject to Section 10 hereof) for its acts or omissions hereunder as described in Section 10 arising prior to termination and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising out of a breach of the representations and warranties made by the Collateral Manager in Section 16(b) hereof or from any failure of the Collateral Manager to comply in all material respects with the provisions of this Section 1514; provided, that the Collateral Manager shall not be subject to any greater liability after the termination of this Agreement than it would have been subject to prior to such termination. (b) The Collateral Manager agrees that, notwithstanding any termination, it shall reasonably cooperate in any Proceeding arising in connection with this Agreement, the Indenture or any of the Assets Collateral (excluding any such Proceeding in which claims are asserted against the Collateral Manager or any Affiliate of the Collateral Manager) upon receipt of appropriate indemnification and expense reimbursement.