Common use of Collateral Custodian Removal Clause in Contracts

Collateral Custodian Removal. The Majority Lenders may, and to the extent an Event of Default is not continuing, with the written consent of the Borrower, by at least 30 days’ written notice to the Collateral Custodian (the "Collateral Custodian Termination Notice") terminate all of the rights, obligations, power and authority of the Collateral Custodian under this Agreement. On and after the receipt by the Collateral Custodian of a Collateral Custodian Termination Notice, the Collateral Custodian shall continue to act in such capacity until the date specified in the Collateral Custodian Termination Notice or otherwise specified by the Majority Lenders in writing or, if no such date is specified in such Collateral Custodian Termination Notice or otherwise specified by the Administrative Agent or the Majority Lenders, until a date mutually agreed upon by the Collateral Custodian and the Administrative Agent or the Majority Lenders, in any case such date shall not be less than 30 days after receipt of the Collateral Custodian Termination Notice. Upon any such removal, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Initial Lender and the Borrower within 30 days after the giving of such notice of removal, the outgoing Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian or deliver all Required Loan Documents in its possession to the Calculation Agent or Initial Lender. The Collateral Custodian shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, any Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any Fee Letter (the "Collateral Custodian Termination Expenses"). To the extent amounts held in the Collection Accounts and paid in accordance with Section 2.08 are insufficient to pay the Collateral Custodian Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the Lenders) agree to pay the Collateral Custodian Termination Expenses within 10 Business Days of receipt of an invoice therefor. After the earlier of (a) the termination date specified in the applicable Collateral Custodian Termination Notice and (b) 30 days thereafter as provided above, the Collateral Custodian agrees that it will terminate its activities as Collateral Custodian hereunder in a manner that the Majority Xxxxxxx believes will facilitate the transition of the performance of such activities to a successor Collateral Custodian, and the successor Collateral Custodian shall assume each and all of the Collateral Custodian's obligations under this Agreement, on the terms and subject to the conditions herein set forth, and the Collateral Custodian shall provide to such successor Collateral Custodian such documents as reasonably requested and in the possession of the Collateral Custodian. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian (and the proviso to the definition of Competitor shall be disregarded for purposes of this sentence).

Collateral Custodian Removal. The Majority Lenders may, and to Administrative Agent may (upon the extent an Event of Default is not continuing, with the written consent direction of the Borrower, Majority Lenders) by at least 30 days’ written notice to the Collateral Custodian (the "“Collateral Custodian Termination Notice"”) terminate all of the rights, obligations, power and authority of the Collateral Custodian under this Agreement. On and after the receipt by the Collateral Custodian of a Collateral Custodian Termination Notice, the Collateral Custodian shall continue to act in such capacity until the date specified in the Collateral Custodian Termination Notice (such date not to exceed 30 days after the date of such notice) or otherwise specified by the Administrative Agent or the Majority Lenders in writing or, if no such date is specified in such Collateral Custodian Termination Notice or otherwise specified by the Administrative Agent or the Majority Lenders, until a date mutually agreed upon by the Collateral Custodian and the Administrative Agent or the Majority Lenders, in any case such date shall not be less than 30 days after receipt of the Collateral Custodian Termination Notice. Upon any such removal, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Initial Lender and the Borrower within 30 days after the giving of such notice of removalresignation, the outgoing resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian. No such resignation shall become effective until a Successor Collateral Custodian or deliver all Required Loan Documents shall have assumed the responsibilities and obligations of the Collateral Custodian in its possession to the Calculation Agent or Initial Lenderaccordance with Section 12.05. The Collateral Custodian shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.082.05, any Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any Fee Letter (the "“Collateral Custodian Termination Expenses"”). To the extent amounts held in the Collection Accounts Account and paid in accordance with Section 2.08 2.05 are insufficient to pay the Collateral Custodian Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the LendersLenders ratably across all Term Loan Series then outstanding) agree to pay the Collateral Custodian Termination Expenses within 10 Business Days of receipt of an invoice therefor. After the earlier of (ax) the termination date specified in the applicable Collateral Custodian Termination Notice and (by) 30 days thereafter as provided above, the Collateral Custodian agrees that it will terminate its activities as Collateral Custodian hereunder in a manner that the Majority Xxxxxxx Administrative Agent believes will facilitate the transition of the performance of such activities to a successor Collateral Custodian, and the successor Collateral Custodian shall assume each and all of the Collateral Custodian's ’s obligations under this Agreement, on the terms and subject to the conditions herein set forth, and the Collateral Custodian shall provide use its commercially reasonable efforts to such assist the successor Collateral Custodian in assuming such documents as reasonably requested and in the possession of the Collateral Custodian. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian (and the proviso to the definition of Competitor shall be disregarded for purposes of this sentence)obligations.

Collateral Custodian Removal. The Majority Lenders may, and to Administrative Agent may (upon the extent an Event of Default is not continuing, with the written consent direction of the Borrower, by at least 30 days’ written notice to the Collateral Custodian (the "Collateral Custodian Termination Notice"Majority Lenders) terminate all of the rights, obligations, power and authority of the Collateral Custodian under this AgreementAgreement by giving at least 30 days advance written notice thereof to the Collateral Custodian, the Facility Servicer, the Portfolio Asset Servicer and the Borrower (such notice, the “Collateral Custodian Termination Notice”). On and after the receipt by the Collateral Custodian of a Collateral Custodian Termination Notice, the Collateral Custodian shall continue to act in such capacity until the date specified in the Collateral Custodian Termination Notice (such date not to exceed 30 days after the date of such notice) or otherwise specified by the Administrative Agent (at the direction of the Majority Lenders Lenders) in writing or, if no such date is specified in such Collateral Custodian Termination Notice or otherwise specified by the Administrative Agent or (at the direction of the Majority Lenders), until a date mutually agreed upon by the Collateral Custodian and the Administrative Agent or (at the direction of the Majority Lenders, in any case such date shall not be less than 30 days after receipt of the Collateral Custodian Termination Notice). Upon any such removal, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (Custodian; provided that (i) the consent of the Borrower shall not be required after the occurrenceto appoint any such successor, and during the continuance, of unless an Event of Default)Default has occurred and is continuing, and (ii) in no event shall any such successor Collateral Custodian be a Competitor. If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Initial Lender Majority Lenders and the Borrower within 30 days after the giving of such notice of removal, the outgoing removed Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian and all fees, out-of-pocket costs and reasonable expenses (including reasonable attorneys’ fees and out-of-pocket expenses of outside counsel) incurred by the Collateral Custodian, in connection with any such petition shall be paid or deliver all Required Loan Documents in its possession otherwise reimbursed to the Calculation Agent or Initial LenderCollateral Custodian by Borrower. No such removal shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian in accordance with this Section 9.05. The Collateral Custodian shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, any Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any Fee Letter (the "“Collateral Custodian Termination Expenses"”). To the extent amounts held in the Collection Accounts Account and paid in accordance with Section 2.08 are insufficient to pay the Collateral Custodian Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the Lenders) agree to pay the Collateral Custodian Termination Expenses within 10 ten Business Days of receipt of an invoice therefor. After the earlier of (a) the termination date specified in the applicable Collateral Custodian Termination Notice and (b) 30 days thereafter as provided above, the Collateral Custodian agrees that it will terminate its activities as Collateral Custodian hereunder in a manner that the Administrative Agent (at the direction of the Majority Xxxxxxx Lenders) and prior written consent of the Borrower (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default) believes will facilitate the transition of the performance of such activities to a successor Collateral Custodian, and the successor Collateral Custodian shall assume each and all of the Collateral Custodian's ’s obligations under this Agreement, on the terms and subject to the conditions herein set forth, and the Collateral Custodian shall provide use its commercially reasonable efforts to such assist the successor Collateral Custodian in assuming such documents as reasonably requested and in obligations. The cost of shipping any Loan Asset Files arising out of the possession removal of the Collateral Custodian shall be an expense of Borrower. With respect to any Electronic Portfolio Asset Files upon the removal of the Collateral Custodian. Notwithstanding anything to , the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian (will remove from its possession and shall delete all Electronic Portfolio Asset Files held in its possession pursuant to this Agreement and in accordance with the proviso to the definition Collateral Custodian’s customary retention and purging policies and procedures of Competitor shall be disregarded for purposes of this sentence)electronic files and data.

Collateral Custodian Removal. The Administrative Agent may (upon the direction of the Majority Lenders mayLenders), and to the extent an Event of Default is not continuing, with the written consent of the Borrower, and by at least 30 days’ written notice to the Collateral Custodian (the "“Collateral Custodian Termination Notice"”) terminate all of the rights, obligations, power and authority of the Collateral Custodian under this Agreement. On and after the receipt by the Collateral Custodian of a Collateral Custodian Termination Notice, the Collateral Custodian shall continue to act in such capacity until the date specified in the Collateral Custodian Termination Notice (such date not to exceed 30 days after the date of such notice) or otherwise specified by the Administrative Agent or the Majority Lenders in writing or, if no such date is specified in such Collateral Custodian Termination Notice or otherwise specified by the Administrative Agent or the Majority Lenders, until a date mutually agreed upon by the Collateral Custodian and the Administrative Agent or the Majority Lenders, in any case such date shall not be less than 30 days after receipt of the Collateral Custodian Termination Notice. Upon any such removal, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Initial Lender and the Borrower within 30 days after the giving of such notice of removalresignation, the outgoing resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian. No such resignation shall become effective until a successor Collateral Custodian or deliver all Required Loan Documents shall have assumed the responsibilities and obligations of the Collateral Custodian in its possession to the Calculation Agent or Initial Lenderaccordance with Section 9.05. The Collateral Custodian shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, any Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any Fee Letter (the "“Collateral Custodian Termination Expenses"”). To the extent amounts held in the Collection Accounts AccountAccounts and paid in accordance with Section 2.08 are insufficient to pay the Collateral Custodian Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the Lenders) agree to pay the Collateral Custodian Termination Expenses within 10 Business Days of receipt of an invoice therefor. After the earlier of (a) the termination date specified in the applicable Collateral Custodian Termination Notice and (b) 30 days thereafter as provided above, the Collateral Custodian agrees that it will terminate its activities as Collateral Custodian hereunder in a manner that the Majority Xxxxxxx Administrative Agent believes will facilitate the transition of the performance of such activities to a successor Collateral Custodian, and the successor Collateral Custodian shall assume each and all of the Collateral Custodian's ’s obligations under this Agreement, on the terms and subject to the conditions herein set forth, and the Collateral Custodian shall provide use its commercially reasonable efforts to such assist the successor Collateral Custodian in assuming such documents as reasonably requested and in the possession of the Collateral Custodianobligations. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian (and the proviso to the definition of Competitor shall be disregarded for purposes of this sentence).Custodian. 133

Collateral Custodian Removal. The Administrative Agent may (upon the direction of the Majority Lenders mayLenders), and to the extent an Event of Default is not continuing, with the written consent of the Borrower, and by at least 30 days’ written notice to the Collateral Custodian (the "“Collateral Custodian Termination Notice"”) terminate all of the rights, obligations, power and authority of the Collateral Custodian under this Agreement. On and after the receipt by the Collateral Custodian of a Collateral Custodian Termination Notice, the Collateral Custodian shall continue to act in such capacity until the date specified in the Collateral Custodian Termination Notice (such date not to exceed 30 days after the date of such notice) or otherwise specified by the Administrative Agent or the Majority Lenders in writing or, if no such date is specified in such Collateral Custodian Termination Notice or otherwise specified by the Administrative Agent or the Majority Lenders, until a date mutually agreed upon by the Collateral Custodian and the Administrative Agent or the Majority Lenders, in any case such date shall not be less than 30 days after receipt of the Collateral Custodian Termination Notice. Upon any such removal, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Initial Lender and the Borrower within 30 days after the giving of such notice of removalresignation, the outgoing resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian. No such resignation shall become effective until a successor Collateral Custodian or deliver all Required Loan Documents shall have assumed the responsibilities and obligations of the Collateral Custodian in its possession to the Calculation Agent or Initial Lenderaccordance with Section 9.05. The Collateral Custodian shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, any Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any Fee Letter (the "“Collateral Custodian Termination Expenses"”). To the extent amounts held in the Collection Accounts and paid in accordance with Section 2.08 are insufficient to pay the Collateral Custodian Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the Lenders) agree to pay the Collateral Custodian Termination Expenses within 10 Business Days of receipt of an invoice therefor. After the earlier of (a) the termination date specified in the applicable Collateral Custodian Termination Notice and (b) 30 days thereafter as -131- provided above, the Collateral Custodian agrees that it will terminate its activities as Collateral Custodian hereunder in a manner that the Majority Xxxxxxx Administrative Agent believes will facilitate the transition of the performance of such activities to a successor Collateral Custodian, and the successor Collateral Custodian shall assume each and all of the Collateral Custodian's ’s obligations under this Agreement, on the terms and subject to the conditions herein set forth, and the Collateral Custodian shall provide use its commercially reasonable efforts to such assist the successor Collateral Custodian in assuming such documents as reasonably requested and in the possession of the Collateral Custodianobligations. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian (and the proviso to the definition of Competitor shall be disregarded for purposes of this sentence)Custodian.

Collateral Custodian Removal. The Administrative Agent (upon the direction of the Majority Lenders Lenders) may, and to the extent an and, if no Event of Default has occurred and is not continuingcontinuing and solely with respect to clause (a) below, the Borrower (with the prior written consent of the BorrowerInitial Lender, by at least 30 days’ written notice such consent not to the Collateral Custodian (the "Collateral Custodian Termination Notice"be unreasonably withheld or delayed) may, terminate all of the rights, obligations, power and authority of the Collateral Custodian under this AgreementAgreement for (a) the Collateral Custodian’s material breach of this Agreement (referred to in this Section 9.05 as for “cause”) by giving at least five days advance written notice thereof to the Collateral Custodian, the Facility Servicer and the other applicable party, or (b) any reason other than as described in clause (a) above by giving at least 30 days advance written notice thereof to the Collateral Custodian, the Facility Servicer and the Borrower (the notice specified in clause (a) or (b) above, as applicable, the “Collateral Custodian Termination Notice”). On and after the receipt by the Collateral Custodian of a Collateral Custodian Termination Notice, the Collateral Custodian shall continue to act in such capacity until the date specified in the Collateral Custodian Termination Notice (such date not to exceed 30 days after the date of such Collateral Custodian Termination Notice) or otherwise specified by the Administrative Agent (upon the direction of the Majority Lenders Lenders) or the Borrower (with the Initial Lender’s consent, not to be unreasonably withheld or delayed), as applicable, in writing or, if no such date is specified in such Collateral Custodian Termination Notice or otherwise specified by the Administrative Agent or (upon direction of the Majority Lenders) or the Borrower (with the Initial Lender’s consent, not to be unreasonably withheld or delayed), as applicable, until a date mutually agreed upon by the Collateral Custodian and the Administrative Agent or (upon direction of the Majority Lenders) or the Borrower, in any case such date shall as applicable (with the Initial Lender’s consent, not to be less than 30 days after receipt of the Collateral Custodian Termination Noticeunreasonably withheld or delayed). Upon any such removal, the Borrower and Administrative Agent (acting at the direction of the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that Lenders) shall, with the consent of the Borrower shall (such consent not to be unreasonably withheld or delayed and such consent not being required after the occurrence, and during the continuance, of if an Event of Default)Default has occurred and is continuing) appoint a successor Collateral Custodian. If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Initial Lender Administrative Agent and the Borrower within 30 days after the giving of such notice of removalremoval for cause, the outgoing removed Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian Custodian, and all fees, out-of-pocket costs and reasonable expenses (including reasonable attorneys’ fees and out-of-pocket expenses of outside counsel) incurred by the Collateral Custodian, in connection with any such petition shall be paid or deliver all Required Loan Documents in its possession otherwise reimbursed to the Calculation Collateral Custodian by the Borrower. No such removal shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian pursuant to an assignment and assumption agreement reasonably acceptable to the Administrative Agent or Initial Lender(acting at the direction of the Majority Lenders) and, if no Event of Default has occurred and is continuing at such time, the Borrower. The Collateral Custodian shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, any Fees accrued until such termination date (or, if such removal is for cause, the date of delivery of the applicable Collateral Custodian Termination Notice) as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any Fee Letter (the "“Collateral Custodian Termination Expenses"”). To the extent amounts held in the Collection Secured Accounts and paid in accordance with Section 2.08 are insufficient to pay the Collateral Custodian Termination Expenses, the Borrower (and to the extent the Borrower fails fail to so pay, the LendersLenders ratably) agree to pay the Collateral Custodian Termination Expenses within 10 ten Business Days of after receipt of an invoice therefor. After the earlier of (a) the termination date specified in the applicable Collateral Custodian Termination Notice and (b) 30 days thereafter as provided above, the Collateral Custodian agrees that it will terminate its activities as Collateral Custodian hereunder in a manner that the Administrative Agent (upon direction of the Majority Xxxxxxx believes Lenders) and, if no Event of Default has occurred and is continuing, the Borrower believe will facilitate the transition of the performance of such activities to a successor Collateral Custodian, and the successor Collateral Custodian shall assume each and all of the Collateral Custodian's ’s obligations under this Agreement, on the terms and subject to the conditions herein set forth, and the Collateral Custodian shall provide use its commercially reasonable efforts to such assist the successor Collateral Custodian in assuming such documents as reasonably requested and in obligations. The cost of shipping any Loan Asset Files arising out of the possession removal of the Collateral Custodian shall be an expense of the Borrower. With respect to any Electronic Loan Asset Files upon the removal of the Collateral Custodian. Notwithstanding anything to , the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian (will remove from its possession and shall delete all Electronic Loan Asset Files held in its possession pursuant to this Agreement and in accordance with the proviso Collateral Custodian’s customary retention and purging policies and procedures of electronic files and data. No termination, resignation or removal of the Collateral Custodian will release the Collateral Custodian from liabilities incurred under this Agreement prior to the definition of Competitor shall be disregarded for purposes of this sentence)such termination, resignation or removal.

Collateral Custodian Removal. The Majority Lenders may, and to the extent an Event of Default is not continuing, with the written consent of the Borrower, by at least 30 days’ written notice to the Collateral Custodian (the "Collateral Custodian Termination Notice") terminate all of the rights, obligations, power and authority of the Collateral Custodian under this Agreement. On and after the receipt by the Collateral Custodian of a Collateral Custodian Termination Notice, the Collateral Custodian shall continue to act in such capacity until the date specified in the Collateral Custodian Termination Notice or otherwise specified by the Majority Lenders in writing or, if no such date is specified in such Collateral Custodian Termination Notice or otherwise specified by the Administrative Agent or the Majority Lenders, until a date mutually agreed upon by the Collateral Custodian and the Administrative Agent or the Majority Lenders, in any case such date shall not be less than 30 days after receipt of the Collateral Custodian Termination Notice. Upon any such removal, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Initial Lender and the Borrower within 30 days after the giving of such notice of removal, the outgoing Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian or deliver all Required Loan Documents in its possession to the Calculation Agent or Initial Lender. The Collateral Custodian shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, any Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any Fee Letter (the "Collateral Custodian Termination Expenses"). To the extent amounts held in the Collection Accounts and paid in accordance with Section 2.08 are insufficient to pay the Collateral Custodian Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the Lenders) agree to pay the Collateral Custodian Termination Expenses within 10 Business Days of receipt of an invoice therefor. After the earlier of (a) the termination date specified in the applicable Collateral Custodian Termination Notice and (b) 30 days thereafter as provided above, the Collateral Custodian agrees that it will terminate its activities as Collateral Custodian hereunder in a manner that the Majority Xxxxxxx believes will facilitate the transition of the performance of such activities to a successor Collateral Custodian, and the successor Collateral Custodian shall assume each and all of the Collateral Custodian's obligations under this Agreement, on the terms and subject to the conditions herein set forth, and the Collateral Custodian shall provide to such successor Collateral Custodian such documents as reasonably requested and in the possession of the Collateral Custodian. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian (and the proviso to the definition of Competitor shall be disregarded for purposes of this sentence).successor

Collateral Custodian Removal. The Administrative Agent may (upon the written direction of the Majority Lenders mayLenders) by 30 days written notice to the Collateral Custodian, the Borrower and the Facility Servicer (the “Collateral Custodian Termination Notice”), with the written consent of the Borrower, and to the extent an Event of Default is not continuing, with the written consent of the Borrower, by at least 30 days’ written notice to the Collateral Custodian (the "Collateral Custodian Termination Notice") terminate all of the rights, obligations, power and authority of the Collateral Custodian under this Agreement. On and after the receipt by the Collateral Custodian of a Collateral Custodian Termination Notice, the Collateral Custodian shall continue to act in such capacity until the date specified in the Collateral Custodian Termination Notice (such date not to exceed 30 days after the date of such notice) or otherwise specified by the Administrative Agent (at the written direction of the Majority Lenders Lenders) in writing or, if no such date is specified in such Collateral Custodian Termination Notice or otherwise specified by the Administrative Agent or (at the written direction of the Majority Lenders), until a date mutually agreed upon by the Collateral Custodian and the Administrative Agent or (at the written direction of the Majority Lenders, in any case such date shall not be less than 30 days after receipt of the Collateral Custodian Termination Notice). Upon any such removal, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Initial Lender Majority Lenders and the Borrower within 30 days after the giving of such notice of removalresignation, the outgoing resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian. No such resignation shall become effective until a successor Collateral Custodian or deliver all Required Loan Documents shall have assumed the responsibilities and obligations of the Collateral Custodian in its possession to the Calculation Agent or Initial Lenderaccordance with this Section 9.05. The Collateral Custodian shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, any Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any Fee Letter (the "“Collateral Custodian Termination Expenses"”). To the extent amounts held in the Collection Accounts Account and paid in accordance with Section 2.08 are insufficient to pay the Collateral Custodian Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the Lenders) agree agrees to pay the Collateral Custodian Termination Expenses within 10 ten (10) Business Days of receipt of an invoice therefor. After the earlier of (a) the termination date specified in the applicable Collateral Custodian Termination Notice and (b) 30 days thereafter as provided above, the Collateral Custodian agrees that it will terminate its activities as Collateral Custodian hereunder in a manner that the Administrative Agent (at the written direction of the Majority Xxxxxxx Lenders) believes will facilitate the transition of the performance of such activities to a successor Collateral Custodian, and the successor Collateral Custodian shall assume each and all of the Collateral Custodian's ’s obligations under this Agreement, on the terms and subject to the conditions herein set forth, and the Collateral Custodian shall provide use its commercially reasonable efforts to such assist the successor Collateral Custodian in assuming such documents as reasonably requested and in the possession of the Collateral Custodian. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian (and the proviso to the definition of Competitor shall be disregarded for purposes of this sentence)obligations.

Collateral Custodian Removal. The Majority Lenders may, and to Administrative Agent may (upon the extent an Event of Default is not continuing, with the written consent direction of the Borrower, by at least 30 days’ written notice to the Collateral Custodian (the "Collateral Custodian Termination Notice"Majority Lenders) terminate all of the rights, obligations, power and authority of the Collateral Custodian under this AgreementAgreement by giving at least 30 days advance written notice thereof to the Collateral Custodian, the Facility Servicer, the Portfolio Asset Servicer and the Borrower (such notice, the “Collateral Custodian Termination Notice”). On and after the receipt by the Collateral Custodian of a Collateral Custodian Termination Notice, the Collateral Custodian shall continue to act in such capacity until the date specified in the Collateral Custodian Termination Notice (such date not to exceed 30 days after the date of such notice) or otherwise specified by the Administrative Agent (at the direction of the Majority Lenders Lenders) in writing or, if no such date is specified in such Collateral Custodian Termination Notice or otherwise specified by the Administrative Agent or (at the direction of the Majority Lenders), until a date mutually agreed upon by the Collateral Custodian and the Administrative Agent or (at the direction of the Majority Lenders, in any case such date shall not be less than 30 days after receipt of the Collateral Custodian Termination Notice). Upon any such removal, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (Custodian; provided that the consent of the Borrower shall not be required after the occurrenceto appoint any such successor, and during the continuance, of unless an Event of Default)Default has occurred and is continuing. If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Initial Lender Majority Lenders and the Borrower within 30 days after the giving of such notice of removal, the outgoing removed Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian and all fees, out-of-pocket costs and reasonable expenses (including reasonable attorneys’ fees and out-of-pocket expenses of outside counsel) incurred by the Collateral Custodian, in connection with any such petition shall be paid or deliver all Required Loan Documents in its possession otherwise reimbursed to the Calculation Agent or Initial LenderCollateral Custodian by Borrower. No such removal shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian in accordance with this Section 9.05. The Collateral Custodian shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, any Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any Fee Letter (the "“Collateral Custodian Termination Expenses"”). To the extent amounts held in the Collection Accounts Account and paid in accordance with Section 2.08 are insufficient to pay the Collateral Custodian Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the Lenders) agree to pay the Collateral Custodian Termination Expenses within 10 ten Business Days of receipt of an invoice therefor. After the earlier of (a) the termination date specified in the applicable Collateral Custodian Termination Notice and (b) 30 days thereafter as provided above, the Collateral Custodian agrees that it will terminate its activities as Collateral Custodian hereunder in a manner that the Administrative Agent (at the direction of the Majority Xxxxxxx Lenders) and prior written consent of the Borrower (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default) believes will facilitate the transition of the performance of such activities to a successor Collateral Custodian, and the successor Collateral Custodian shall assume each and all of the Collateral Custodian's ’s obligations under this Agreement, on the terms and subject to the conditions herein set forth, and the Collateral Custodian shall provide use its commercially reasonable efforts to such assist the successor Collateral Custodian in assuming such documents as reasonably requested and in obligations. The cost of shipping any Loan Asset Files arising out of the possession removal of the Collateral Custodian shall be an expense of the Borrower. With respect to any Electronic Loan Asset Files upon the removal of the Collateral Custodian. Notwithstanding anything to , the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian (will remove from its possession and shall delete all Electronic Loan Asset Files held in its possession pursuant to this Agreement and in accordance with the proviso to the definition Collateral Custodian’s customary retention and purging policies and procedures of Competitor shall be disregarded for purposes of this sentence)electronic files and data.

Collateral Custodian Removal. The Administrative Agent may (upon the direction of the Majority Lenders mayLenders), and to the extent an Event of Default is not continuing, with the written consent of the Borrower, and by at least 30 days’ written notice to the Collateral Custodian (the "“Collateral Custodian Termination Notice"”) terminate all of the rights, obligations, power and authority of the Collateral Custodian under this Agreement. On and after the receipt by the Collateral Custodian of a Collateral Custodian Termination Notice, the Collateral Custodian shall continue to act in such capacity until the date specified in the Collateral Custodian Termination Notice (such date not to exceed 30 days after the date of such notice) or otherwise specified by the Administrative Agent or the Majority Lenders in writing or, if no such date is specified in such Collateral Custodian Termination Notice or otherwise specified by the Administrative Agent or the Majority Lenders, until a date mutually agreed upon by the Collateral Custodian and the Administrative Agent or the Majority Lenders, in any case such date shall not be less than 30 days after receipt of the Collateral Custodian Termination Notice. Upon any such removal, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the -103- consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Initial Lender and the Borrower within 30 days after the giving of such notice of removalresignation, the outgoing resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian. No such resignation shall become effective until a successor Collateral Custodian or deliver all Required Loan Documents shall have assumed the responsibilities and obligations of the Collateral Custodian in its possession to the Calculation Agent or Initial Lenderaccordance with Section 9.05. The Collateral Custodian shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, any Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any Fee Letter (the "“Collateral Custodian Termination Expenses"”). To the extent amounts held in the Collection Accounts Account and paid in accordance with Section 2.08 are insufficient to pay the Collateral Custodian Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the Lenders) agree to pay the Collateral Custodian Termination Expenses within 10 Business Days of receipt of an invoice therefor. After the earlier of (a) the termination date specified in the applicable Collateral Custodian Termination Notice and (b) 30 days thereafter as provided above, the Collateral Custodian agrees that it will terminate its activities as Collateral Custodian hereunder in a manner that the Majority Xxxxxxx Administrative Agent believes will facilitate the transition of the performance of such activities to a successor Collateral Custodian, and the successor Collateral Custodian shall assume each and all of the Collateral Custodian's ’s obligations under this Agreement, on the terms and subject to the conditions herein set forth, and the Collateral Custodian shall provide use its commercially reasonable efforts to such assist the successor Collateral Custodian in assuming such documents as reasonably requested and in the possession of the Collateral Custodianobligations. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian (and the proviso to the definition of Competitor shall be disregarded for purposes of this sentence)Custodian.

Collateral Custodian Removal. The Majority Lenders may, and to Administrative Agent may (upon the extent an Event of Default is not continuing, with the written consent direction of the Borrower, Majority Lenders) by at least 30 days’ written notice to the Collateral Custodian (the "Collateral Custodian Termination Notice") terminate all of the rights, obligations, power and authority of the Collateral Custodian under this Agreement. On and after the receipt by the Collateral Custodian of a Collateral Custodian Termination Notice, the Collateral Custodian shall continue to act in such capacity until the date specified in the Collateral Custodian Termination Notice (such date not to exceed 30 days after the date of such notice) or otherwise specified by the Administrative Agent or the Majority Lenders in writing or, if no such date is specified in such Collateral Custodian Termination Notice or otherwise specified by the Administrative Agent or the Majority Lenders, until a date mutually agreed upon by the Collateral Custodian and the Administrative Agent or the Majority Lenders, in any case such date shall not be less than 30 days after receipt of the Collateral Custodian Termination Notice. Upon any such removal, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Initial Lender and the Borrower within 30 days after the giving of such notice of removalresignation, the outgoing resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian. No such resignation shall become effective until a Successor Collateral Custodian or deliver all Required Loan Documents shall have assumed the responsibilities and obligations of the Collateral Custodian in its possession to the Calculation Agent or Initial Lenderaccordance with Section 12.05. The Collateral Custodian shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.082.05, any Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any Fee Letter (the "Collateral Custodian Termination Expenses"). To the extent amounts held in the Collection Accounts Account and paid in accordance with Section 2.08 2.05 are insufficient to pay the Collateral Custodian Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the LendersLenders ratably across all Term Loan Series then outstanding) agree to pay the Collateral Custodian Termination Expenses within 10 Business Days of receipt of an invoice therefor. After the earlier of (ax) the termination date specified in the applicable Collateral Custodian Termination Notice and (by) 30 days thereafter as provided above, the Collateral Custodian agrees that it will terminate its activities as Collateral Custodian hereunder in a manner that the Majority Xxxxxxx Administrative Agent believes will facilitate the transition of the performance of such activities to a successor Collateral Custodian, and the successor Collateral Custodian shall assume each and all of the Collateral Custodian's obligations under this Agreement, on the terms and subject to the conditions herein set forth, and the Collateral Custodian shall provide use its commercially reasonable efforts to such assist the successor Collateral Custodian in assuming such documents as reasonably requested and in the possession of the Collateral Custodian. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian (and the proviso to the definition of Competitor shall be disregarded for purposes of this sentence)obligations.

Collateral Custodian Removal. The Administrative Agent may (upon the direction of the Majority Lenders mayLenders), and to the extent an Event of Default is not continuing, with the written consent of the Borrower, and by at least 30 days’ written notice to the Collateral Custodian (the "“Collateral Custodian Termination Notice"”) terminate all of the rights, obligations, power and authority of the Collateral Custodian under this Agreement. On and after the receipt by the Collateral Custodian of a Collateral Custodian Termination Notice, the Collateral Custodian shall continue to act in such capacity until the date specified in the Collateral Custodian Termination Notice (such date not to exceed 30 days after the date of such notice) or otherwise specified by the Administrative Agent or the Majority Lenders in writing or, if no such date is specified in such Collateral Custodian Termination Notice or otherwise specified by the Administrative Agent or the Majority Lenders, until a date mutually agreed upon by the Collateral Custodian and the Administrative Agent or the Majority Lenders, in any case such date shall not be less than 30 days after receipt of the Collateral Custodian Termination Notice. Upon any such removal, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the NAI-15121569431515895953v1213 -104- consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Initial Lender and the Borrower within 30 days after the giving of such notice of removalresignation, the outgoing resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian. No such resignation shall become effective until a successor Collateral Custodian or deliver all Required Loan Documents shall have assumed the responsibilities and obligations of the Collateral Custodian in its possession to the Calculation Agent or Initial Lenderaccordance with Section 9.05. The Collateral Custodian shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, any Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any Fee Letter (the "“Collateral Custodian Termination Expenses"”). To the extent amounts held in the Collection Accounts Account and paid in accordance with Section 2.08 are insufficient to pay the Collateral Custodian Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the Lenders) agree to pay the Collateral Custodian Termination Expenses within 10 Business Days of receipt of an invoice therefor. After the earlier of (a) the termination date specified in the applicable Collateral Custodian Termination Notice and (b) 30 days thereafter as provided above, the Collateral Custodian agrees that it will terminate its activities as Collateral Custodian hereunder in a manner that the Majority Xxxxxxx Administrative Agent believes will facilitate the transition of the performance of such activities to a successor Collateral Custodian, and the successor Collateral Custodian shall assume each and all of the Collateral Custodian's ’s obligations under this Agreement, on the terms and subject to the conditions herein set forth, and the Collateral Custodian shall provide use its commercially reasonable efforts to such assist the successor Collateral Custodian in assuming such documents as reasonably requested and in the possession of the Collateral Custodianobligations. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian (and the proviso to the definition of Competitor shall be disregarded for purposes of this sentence)Custodian.

Collateral Custodian Removal. The Majority Lenders may, and to Administrative Agent may (upon the extent an Event of Default is not continuing, with the written consent direction of the Borrower, by at least 30 days’ written notice to the Collateral Custodian (the "Collateral Custodian Termination Notice"Majority Lenders) terminate all of the rights, obligations, power and authority of the Collateral Custodian under this AgreementAgreement by giving at least 30 days advance written notice thereof to the Collateral Custodian, the Facility Servicer, the Portfolio Asset Servicer and the Borrower (such notice, the “Collateral Custodian Termination Notice”). On and after the receipt by the Collateral Custodian of a Collateral Custodian Termination Notice, the Collateral Custodian shall continue to act in such capacity until the date specified in the Collateral Custodian Termination Notice (such date not to exceed 30 days after the date of such notice) or otherwise specified by the Administrative Agent (at the direction of the Majority Lenders Lenders) in writing or, if no such date is specified in such Collateral Custodian Termination Notice or otherwise specified by the Administrative Agent or (at the direction of the Majority Lenders), until a date mutually agreed upon by the Collateral Custodian and the Administrative Agent or (at the direction of the Majority Lenders, in any case such date shall not be less than 30 days after receipt of the Collateral Custodian Termination Notice). Upon any such removal, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (Custodian; provided that (i) the consent of the Borrower shall not be required after the occurrenceto appoint any such successor, and during the continuance, of unless an Event of Default)Default has occurred and is continuing, and (ii) in no event shall any such successor Collateral Custodian be a Competitor. If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Initial Lender Majority Lenders and the Borrower within 30 days after the giving of such notice of removal, the outgoing removed Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian and all fees, out-of-pocket costs and reasonable expenses (including reasonable attorneys’ fees and out-of-pocket expenses of outside counsel) incurred by the Collateral Custodian, in connection with any such petition shall be paid or deliver all Required Loan Documents in its possession otherwise reimbursed to the Calculation Agent or Initial LenderCollateral Custodian by Borrower. No such removal shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian in accordance with this Section 9.05. The Collateral Custodian shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, any Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any Fee Letter (the "“Collateral Custodian Termination Expenses"”). To the extent amounts held in the Collection Accounts Account NAI-1528532842v5 and paid in accordance with Section 2.08 are insufficient to pay the Collateral Custodian Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the Lenders) agree to pay the Collateral Custodian Termination Expenses within 10 ten Business Days of receipt of an invoice therefor. After the earlier of (a) the termination date specified in the applicable Collateral Custodian Termination Notice and (b) 30 days thereafter as provided above, the Collateral Custodian agrees that it will terminate its activities as Collateral Custodian hereunder in a manner that the Administrative Agent (at the direction of the Majority Xxxxxxx Lenders) and prior written consent of the Borrower (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default) believes will facilitate the transition of the performance of such activities to a successor Collateral Custodian, and the successor Collateral Custodian shall assume each and all of the Collateral Custodian's ’s obligations under this Agreement, on the terms and subject to the conditions herein set forth, and the Collateral Custodian shall provide use its commercially reasonable efforts to such assist the successor Collateral Custodian in assuming such documents as reasonably requested and in obligations. The cost of shipping any Loan Asset Files arising out of the possession removal of the Collateral Custodian shall be an expense of Borrower. With respect to any Electronic Portfolio Asset Files upon the removal of the Collateral Custodian. Notwithstanding anything to , the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian (will remove from its possession and shall delete all Electronic Portfolio Asset Files held in its possession pursuant to this Agreement and in accordance with the proviso to the definition Collateral Custodian’s customary retention and purging policies and procedures of Competitor shall be disregarded for purposes of this sentence)electronic files and data.

Collateral Custodian Removal. The Administrative Agent may (upon the direction of the Majority Lenders mayLenders), and to the extent an Event of Default is not continuing, with the written consent of the Borrower, and by at least 30 days’ written notice to the Collateral Custodian (the "“Collateral Custodian Termination Notice"”) terminate all of the rights, obligations, power and authority of the Collateral Custodian under this Agreement. On and after the receipt by the Collateral Custodian of a Collateral Custodian Termination Notice, the Collateral Custodian shall continue to act in such capacity until the date specified in the Collateral Custodian Termination Notice (such date not to exceed 30 days after the date of such notice) or otherwise specified by the Administrative Agent or the Majority Lenders in writing or, if no such date is specified in such Collateral Custodian Termination Notice or otherwise specified by the Administrative Agent or the Majority Lenders, until a date mutually agreed upon by the Collateral Custodian and the Administrative Agent or the Majority Lenders, in any case such date shall not be less than 30 days after receipt of the Collateral Custodian Termination Notice. Upon any such removal, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Initial Lender and the Borrower within 30 days after the giving of such notice of removalresignation, the outgoing resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian. No such resignation shall become effective until a successor Collateral Custodian or deliver all Required Loan Documents shall have assumed the responsibilities and obligations of the Collateral Custodian in its possession to the Calculation Agent or Initial Lenderaccordance with Section 9.05. The Collateral Custodian shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, any Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any Fee Letter (the "“Collateral Custodian Termination Expenses"”). To the extent amounts held in the Collection Accounts Account and paid in accordance with Section 2.08 are insufficient to pay the Collateral Custodian Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the Lenders) agree to pay the Collateral Custodian Termination Expenses within 10 Business Days of receipt of an invoice therefor. After the earlier of (a) the termination date specified in the applicable Collateral Custodian Termination Notice and (b) 30 days thereafter as provided above, the Collateral Custodian agrees that it will terminate its activities as Collateral Custodian hereunder in a manner that the Majority Xxxxxxx Administrative Agent believes will facilitate the transition of the performance of such activities to a successor Collateral Custodian, and the successor Collateral Custodian shall assume each and all of the Collateral Custodian's ’s obligations under this Agreement, on the terms and subject to the conditions herein set forth, and the Collateral Custodian shall provide use its commercially reasonable efforts to such assist the successor Collateral Custodian in assuming such documents as reasonably requested and in the possession of the Collateral Custodianobligations. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian (and the proviso to the definition of Competitor shall be disregarded for purposes of this sentence)Custodian.

Collateral Custodian Removal. The Majority Lenders may, and to Administrative Agent may (upon the extent an Event of Default is not continuing, with the written consent direction of the Borrower, by at least 30 days’ written notice to the Collateral Custodian (the "Collateral Custodian Termination Notice"Majority Lenders) terminate all of the rights, obligations, power and authority of the Collateral Custodian under this AgreementAgreement by giving at least 30 days advance written notice thereof to the Collateral Custodian, the Facility Servicer, the Portfolio Asset Servicer and the Borrower (such notice, the “Collateral Custodian Termination Notice”). On and after the receipt by the Collateral Custodian of a Collateral Custodian Termination Notice, the Collateral Custodian shall continue to act in such capacity until the date specified in the Collateral Custodian Termination Notice (such date not to exceed 30 days after the date of such notice) or otherwise specified by the Administrative Agent (at the direction of the Majority Lenders Lenders) in writing or, if no such date is specified in such Collateral Custodian Termination Notice or otherwise specified by the Administrative Agent or (at the direction of the Majority Lenders), until a date mutually agreed upon by the Collateral Custodian and the Administrative Agent or (at the direction of the Majority Lenders, in any case such date shall not be less than 30 days after receipt of the Collateral Custodian Termination Notice). Upon any such removal, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (Custodian; provided that (i) the consent of the Borrower shall not be required after the occurrenceto appoint any such successor, and during the continuance, of unless an Event of Default)Default has occurred and is continuing, and (ii) in no event shall any such successor Collateral Custodian be a Competitor. If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Initial Lender Majority Lenders and the Borrower within 30 days after the giving of such notice of removal, the outgoing removed Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian and all fees, out-of-pocket costs and reasonable expenses (including reasonable attorneys’ fees and out-of-pocket expenses of outside counsel) incurred by the Collateral Custodian, in connection with any such petition shall be paid or deliver all Required Loan Documents in its possession otherwise reimbursed to the Calculation Agent or Initial LenderCollateral Custodian by Xxxxxxxx. No such removal shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian in accordance with this Section 9.05. The Collateral Custodian shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, any Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any Fee Letter (the "“Collateral Custodian Termination Expenses"”). To the extent amounts held in the Collection Accounts Account and paid in accordance with Section 2.08 are insufficient to pay the Collateral Custodian Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the Lenders) agree to pay the Collateral Custodian Termination Expenses within 10 ten Business Days of receipt of an invoice therefor. After the earlier of (a) the termination date specified in the applicable Collateral Custodian Termination Notice and (b) 30 days thereafter as provided above, the Collateral Custodian agrees that it will terminate its activities as Collateral Custodian hereunder in a manner that the Majority Xxxxxxx believes will facilitate the transition of the performance of such activities to a successor Collateral Custodian, and the successor Collateral Custodian shall assume each and all of the Collateral Custodian's obligations under this Agreement, on the terms and subject to the conditions herein set forth, and the Collateral Custodian shall provide to such successor Collateral Custodian such documents as reasonably requested and in the possession of the Collateral Custodian. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian (and the proviso to the definition of Competitor shall be disregarded for purposes of this sentence).of

Collateral Custodian Removal. The Majority Lenders may, and to Administrative Agent may (upon the extent an Event of Default is not continuing, with the written consent direction of the Borrower, by at least 30 days’ written notice to the Collateral Custodian (the "Collateral Custodian Termination Notice"Majority Lenders) terminate all of the rights, obligations, power and authority of the Collateral Custodian under this AgreementAgreement by giving at least 30 days’ advance written notice thereof to the Collateral Custodian, the Facility Servicer, the Portfolio Asset Servicer and the Borrower (such notice, the “Collateral Custodian Termination Notice”). On and after the receipt by the Collateral Custodian of a Collateral Custodian Termination Notice, the Collateral Custodian shall continue to act in such capacity until the date specified in the Collateral Custodian Termination Notice (such date not to exceed 30 days after the date of such notice) or otherwise specified by the Administrative Agent (at the direction of the Majority Lenders Lenders) in writing or, if no such date is specified in such Collateral Custodian Termination Notice or otherwise specified by the Administrative Agent or (at the direction of the Majority Lenders), until a date mutually agreed upon by the Collateral Custodian and the Administrative Agent or (at the direction of the Majority Lenders, in any case such date shall not be less than 30 days after receipt of the Collateral Custodian Termination Notice). Upon any such removal, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (Custodian; provided that (i) the consent of the Borrower shall not be required after the occurrenceto appoint any such successor, and during the continuance, of unless an Event of Default)Default has occurred and is continuing, and (ii) in no event shall any such successor Collateral Custodian be a Competitor. If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Initial Lender Majority Lenders and the Borrower within 30 days after the giving of such notice of removal, the outgoing removed Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian and all fees, out-of-pocket costs and reasonable expenses (including reasonable attorneys’ fees and out-of-pocket expenses of outside counsel) incurred by the Collateral Custodian, in connection with any such petition shall be paid or deliver all Required Loan Documents in its possession otherwise reimbursed to the Calculation Agent or Initial LenderCollateral Custodian by Xxxxxxxx. No such removal shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian in accordance with this Section 9.05. The Collateral Custodian shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, any Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any Fee Letter (the "“Collateral Custodian Termination Expenses"”). To the extent amounts held in the Collection Accounts Account and paid in accordance with Section 2.08 are insufficient to pay the Collateral Custodian Termination Expenses, the Borrower (and to the extent the Borrower fails to so pay, the Lenders) agree to pay the Collateral Custodian Termination Expenses within 10 ten Business Days of receipt of an invoice therefor. After the earlier of (a) the termination date specified in the applicable Collateral Custodian Termination Notice and (b) 30 days thereafter as provided above, the Collateral Custodian agrees that it will terminate its activities 120 as Collateral Custodian hereunder in a manner that the Administrative Agent (at the direction of the Majority Xxxxxxx Lenders) and prior written consent of the Borrower (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default) believes will facilitate the transition of the performance of such activities to a successor Collateral Custodian, and the successor Collateral Custodian shall assume each and all of the Collateral Custodian's ’s obligations under this Agreement, on the terms and subject to the conditions herein set forth, and the Collateral Custodian shall provide use its commercially reasonable efforts to such assist the successor Collateral Custodian in assuming such documents as reasonably requested and in obligations. The cost of shipping any Loan Asset Files arising out of the possession removal of the Collateral Custodian shall be an expense of Borrower. With respect to any Electronic Portfolio Asset Files upon the removal of the Collateral Custodian. Notwithstanding anything to , the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian (will remove from its possession and shall delete all Electronic Portfolio Asset Files held in its possession pursuant to this Agreement and in accordance with the proviso to the definition Collateral Custodian’s customary retention and purging policies and procedures of Competitor shall be disregarded for purposes of this sentence)electronic files and data.