Common use of Collateral Custodian Resignation Clause in Contracts

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 60 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Initial Lender 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); provided that in no event shall any 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 Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning 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 without limitation, 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 otherwise reimbursed to the Collateral Custodian) by the Borrower. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian.

Collateral Custodian Resignation. (a) The Collateral Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than ninety (90) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall not resign from take effect. Upon the obligations and duties hereby imposed on it except effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, Collateral Custodian shall (i) upon be reimbursed for any costs and expenses Collateral Custodian shall incur in connection with the Collateral Custodian’s determination that (A) the performance termination of its duties hereunder is or becomes impermissible under Applicable Law this Agreement and (Bii) there is no reasonable action that deliver all of the Required Loan Documents in the possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit J. Notwithstanding anything herein to the contrary, the Collateral Custodian could take may not resign prior to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 60 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Initial Lender acting jointly shall appoint a successor Collateral Custodian being appointed by the Administrative Agent (provided that acting at the consent direction of the Borrower shall not be required after the occurrenceRequired Lenders, and during the continuance, of an Event of Defaulteach in its sole discretion); provided that in no event shall any successor Collateral Custodian be a Competitor. If no successor Collateral Custodian collateral custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 forty-five (45) days after the giving of such notice of resignationresignation or of a Collateral Custodian Termination Notice, the resigning or removed Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian and all feesCustodian. Notwithstanding anything herein to the contrary, out-of-pocket costs and reasonable expenses (including without limitation, reasonable attorneys’ fees and out-of-pocket expenses of outside counsel) incurred by the Collateral CustodianCustodian may not resign prior to a successor Xxxxxxxxxx Custodian being appointed. For the avoidance of doubt, in connection with any such petition Collateral Custodian Fees and Collateral Custodian Expenses shall be paid (or otherwise reimbursed payable to the Collateral Custodian) by the Borrower. No Custodian so resigning until such resignation shall become effective until time as a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodianbeen appointed.

Collateral Custodian Resignation. (a) The Collateral Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than 90 days after delivery to the Administrative Agent and the Borrower of written notice of such resignation specifying a date when such resignation shall take effect. Upon the effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon be reimbursed for any costs and expenses Collateral Custodian shall incur in connection with the Collateral Custodian’s determination that (A) the performance termination of its duties hereunder is or becomes impermissible under Applicable Law this Agreement and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 60 days’ prior notice deliver all of the Required Loan Documents in the possession of Collateral Custodian to the other parties hereto. Upon any Administrative Agent or to such resignation, Person as the Borrower and the Initial Lender acting jointly shall appoint a successor Administrative Agent may designate to Collateral Custodian (in writing upon the receipt of a request in the form of Exhibit J; provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default); provided that in no event shall consent to any successor Collateral Custodian appointed by the Administrative Agent (such consent not to be a Competitorunreasonably withheld). If no successor Collateral Custodian collateral custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian and all feesCustodian. Notwithstanding anything herein to the contrary, out-of-pocket costs and reasonable expenses (including without limitation, 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 otherwise reimbursed Custodian may not resign prior to the Collateral Custodian) by the Borrower. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodianbeing appointed.

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 60 90 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Initial Lender 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); provided that in no event shall any 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 Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning 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 without limitation, 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 otherwise reimbursed to the Collateral Custodian) by the Borrower. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian.

Collateral Custodian Resignation. (a) The Collateral Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than ninety (90) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall not resign from take effect. Upon the obligations and duties hereby imposed on it except effective date of such resignation, or if the Administrative Agent gives the Collateral Custodian written notice of an earlier termination hereof, Collateral Custodian shall (i) upon be reimbursed for any costs and expenses Collateral Custodian shall incur in connection with the Collateral Custodian’s determination that (A) the performance termination of its duties hereunder is or becomes impermissible under Applicable Law this Agreement and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 60 days’ prior notice deliver all of the Required Loan Documents in the possession of Collateral Custodian to the other parties hereto. Upon any Administrative Agent or to such resignation, Person as the Borrower and the Initial Lender acting jointly shall appoint a successor Administrative Agent may designate to Collateral Custodian (provided that in writing upon the consent receipt of a request in the Borrower shall not be required after the occurrence, and during the continuance, form of an Event of Default); provided that in no event shall any successor Collateral Custodian be a Competitor. Exhibit J. If no successor Collateral Custodian collateral custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 forty-five (45) days after the giving of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian and all feesCustodian. Notwithstanding anything herein to the contrary, out-of-pocket costs and reasonable expenses (including without limitation, 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 otherwise reimbursed Custodian may not resign prior to the Collateral Custodian) by the Borrower. No such resignation shall become effective until a successor Collateral Xxxxxxxxxx Custodian shall have assumed the responsibilities and obligations of the Collateral Custodianbeing appointed.

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (ia) upon the Collateral Custodian’s determination that (Ai) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (Bii) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (iib) upon at least 60 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Initial Lender 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); provided that in no event shall any 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 Collateral Custodian within 45 30 days after the giving of such notice of resignation, the resigning 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 without limitation, 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 otherwise reimbursed to the Collateral Custodian) by the Borrower. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian. In the event Midland resigns in its role or is terminated as Servicer, Administrative Agent, the Account Bank and/or Collateral Custodian or Midland, as applicable, shall be deemed to have concurrently resigned or been terminated, as applicable, in its role as Servicer, Administrative Agent, the Account Bank and/or Collateral Custodian, as applicable, with no further action needed by any of the parties hereto; provided that, such resignation or termination, as applicable, shall comply with the requirements of this Agreement. Upon the effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, the Collateral Custodian shall (i) be reimbursed for any costs, fees and expenses that the Collateral Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Documents in the possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit I; provided that the Borrower shall consent to any successor Collateral Custodian appointed by the Administrative Agent at the direction of the Majority Lenders (such consent not to be unreasonably withheld).

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s 's determination that (A) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 60 90 days’ ' prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Initial Lender 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); provided that in no event shall any 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 Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian and or deliver all fees, out-of-pocket costs and reasonable expenses (including without limitation, reasonable attorneys’ fees and out-of-pocket expenses of outside counsel) incurred by Required Loan Documents in its possession to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor Collateral Custodian, in connection with any such petition shall be paid (or otherwise reimbursed to the Collateral Custodian) by the Borrower. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian.

Collateral Custodian Resignation. (a) The Collateral Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than ninety (90) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall not resign from take effect. Upon the obligations and duties hereby imposed on it except effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, Collateral Custodian shall (i) upon be reimbursed for any costs and expenses Collateral Custodian shall incur in connection with the Collateral Custodian’s determination that (A) the performance termination of its duties hereunder is or becomes impermissible under Applicable Law this Agreement and (Bii) there is no reasonable action that deliver all of the Required Loan Documents in the possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit J. Notwithstanding anything herein to the contrary, the Collateral Custodian could take may not resign prior to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 60 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Initial Lender 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); provided that in no event shall any successor Collateral Custodian be a Competitorbeing appointed. If no successor Collateral Custodian collateral custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 forty-five (45) days after the giving of such notice of resignationresignation or of a Collateral Custodian Termination Notice, the resigning or removed Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian and all feesCustodian. Notwithstanding anything herein to the contrary, out-of-pocket costs and reasonable expenses (including without limitation, reasonable attorneys’ fees and out-of-pocket expenses of outside counsel) incurred by the Collateral CustodianCustodian may not resign prior to a successor Collateral Custodian being appointed. For the avoidance of doubt, in connection with any such petition Collateral Custodian Fees and Collateral Custodian Expenses shall be paid (or otherwise reimbursed payable to the Collateral Custodian) by the Borrower. No Custodian so resigning until such resignation shall become effective until time as a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodianbeen appointed.

Collateral Custodian Resignation. (a) The Collateral Custodian shall not may resign and be discharged from the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of its duties hereunder is or becomes impermissible under Applicable Law and obligations hereunder, not earlier than thirty (B30) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 60 days’ prior notice days after delivery to the other parties hereto. Upon any Administrative Agent of written notice of such resignation, the Borrower and the Initial Lender acting jointly resignation specifying a date when such resignation 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); provided that in no event shall any successor Collateral Custodian be a Competitortake effect. 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 collateral custodian has accepted appointment as the Collateral Custodian within 45 by the date thirty (30) days after the giving of such following a resigning Collateral Custodian’s notice of resignation, the resigning Collateral Custodian’s resignation shall nevertheless thereupon become effective, and the Collateral Agent (or its designee) shall perform the duties of the Collateral Custodian may petition any court of competent jurisdiction for hereunder until such time, if any, as the appointment of Collateral Agent appoints a successor Collateral Custodian and all feesUpon the effective date of such resignation, out-of-pocket or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, Collateral Custodian shall (i) be reimbursed for any costs and reasonable expenses (including without limitation, reasonable attorneys’ fees and out-of-pocket expenses of outside counsel) incurred by the Collateral Custodian, Custodian shall incur in connection with any such petition shall be paid the termination of its duties under this Agreement and (or otherwise reimbursed ii) deliver all of the Required Loan Documents in the possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Collateral Custodian) by Custodian in writing upon the Borrower. No such resignation shall become effective until receipt of a successor request in the form of Exhibit J. For the avoidance of doubt, the Collateral Custodian shall have assumed be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any Collateral Custodian Fees accrued through the responsibilities effective date of its resignation pursuant to and obligations of the Collateral Custodianin accordance with this Section 11.07.

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (ia) upon the Collateral Custodian’s 's determination that (Ai) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (Bii) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (iib) upon at least 60 days’ ' prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Initial Lender 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); provided that in no event shall any 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 Collateral Custodian within 45 30 days after the giving of such notice of resignation, the resigning 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 without limitation, 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 otherwise reimbursed to the Collateral Custodian) by the Borrower. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian. In the event Midland resigns in its role or is terminated as Servicer, Administrative Agent, the Account Bank and/or Collateral Custodian or Midland, as applicable, shall be deemed to have concurrently resigned or been terminated, as applicable, in its role as Servicer, Administrative Agent, the Account Bank and/or Collateral Custodian, as applicable, with no further action needed by any of the parties hereto; provided that, such resignation or termination, as applicable, shall comply with the requirements of this Agreement. 120 Upon the effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, the Collateral Custodian shall (i) be reimbursed for any costs, fees and expenses that the Collateral Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Documents in the possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit I; provided that the Borrower shall consent to any successor Collateral Custodian appointed by the Administrative Agent at the direction of the Majority Lenders (such consent not to be unreasonably withheld).

Collateral Custodian Resignation. (a) The Collateral Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than ninety (90) days after delivery to the Administrative Agent and the Borrower of written notice of such resignation specifying a date when such resignation shall not resign from take effect. Upon the obligations and duties hereby imposed on it except effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, Collateral Custodian shall (i) upon be reimbursed for any fees, costs and expenses Collateral Custodian shall incur in connection with the Collateral Custodian’s determination that (A) the performance termination of its duties hereunder is or becomes impermissible under Applicable Law this Agreement and (Bii) there is no reasonable action that deliver all of the Required Loan Documents in the possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request substantially in the form of Exhibit J. Notwithstanding anything herein to the contrary, the Collateral Custodian could take may not resign prior to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 60 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Initial Lender acting jointly shall appoint a successor Collateral Xxxxxxxxxx Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default); provided that in no event shall any successor Collateral Custodian be a Competitorbeing appointed. If no successor Collateral Custodian collateral custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian collateral custodian shall not have been delivered to the Collateral Custodian within 45 forty five (45) days after the giving of such notice of resignationresignation or a Collateral Custodian Termination Notice, the resigning or removed Collateral Custodian may petition any a court of competent jurisdiction for the appointment of a successor Collateral Custodian and all fees, out-of-pocket costs and reasonable expenses (including without limitation, 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 otherwise reimbursed to the Collateral Custodian) by the Borrower. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodiancollateral custodian.

Collateral Custodian Resignation. (a) The Collateral Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than ninety (90) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall not resign from take effect. Upon the obligations and duties hereby imposed on it except effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, Collateral Custodian shall (i) upon be reimbursed for any costs and expenses Collateral Custodian shall incur in connection with the Collateral Custodian’s determination that (A) the performance termination of its duties hereunder is or becomes impermissible under Applicable Law this Agreement and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 60 days’ prior notice deliver all of the Required Loan Documents in the possession of Collateral Custodian to the other parties hereto. Upon any Administrative Agent or to such resignation, Person as the Borrower and the Initial Lender acting jointly shall appoint a successor Administrative Agent may designate to Collateral Custodian (provided that in writing upon the consent receipt of a request in the Borrower shall not be required after the occurrence, and during the continuance, form of an Event of Default); provided that in no event shall any successor Collateral Custodian be a Competitor. Exhibit J. If no successor Collateral Custodian collateral custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 ninety (90) days after the giving of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian and all feesCustodian. Notwithstanding anything herein to the contrary, out-of-pocket costs and reasonable expenses (including without limitation, 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 otherwise reimbursed Custodian may not resign prior to the Collateral Custodian) by the Borrower. No such resignation shall become effective until a successor Collateral Custodian being appointed, which appointment shall have assumed be, absent an Event of Default that has occurred and is continuing, reasonably acceptable to the responsibilities Borrower, the Transferor and obligations of the Collateral CustodianServicer.

Collateral Custodian Resignation. Collateral Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than 90 days after delivery to the Facility Agent (awho will provide each Lender with a copy promptly upon receipt thereof) The of written notice of such resignation specifying a date when such resignation shall take effect. Upon the effective date of such resignation, or if the Facility Agent gives Collateral Custodian written notice of an earlier termination hereof, Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon be reimbursed for any costs and expenses Collateral Custodian shall incur in connection with the Collateral Custodian’s determination that (A) the performance termination of its duties hereunder is or becomes impermissible under Applicable Law this Agreement and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 60 days’ prior notice deliver all of the Required Loan Documents in the possession of Collateral Custodian to the other parties hereto. Upon any Facility Agent or to such resignation, Person as the Borrower and the Initial Lender acting jointly shall appoint a successor Facility Agent may designate to Collateral Custodian (in writing upon the receipt of a request in the form of Exhibit M; provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default); provided that in no event shall consent to any successor Collateral Custodian appointed by the Facility Agent (such consent not to be unreasonably withheld). In the case of a Competitor. If resignation or removal of the Collateral Custodian pursuant to this Section 12.07, if no successor Collateral Custodian custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian custodian shall not have been delivered to the Collateral Custodian within 45 90 days after the giving of such notice of resignationremoval, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor custodian. Notwithstanding anything herein to the contrary, the Collateral Custodian and all fees, out-of-pocket costs and reasonable expenses (including without limitation, 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 otherwise reimbursed may not resign prior to the Collateral Custodian) by the Borrower. No such resignation shall become effective until a successor Collateral Xxxxxxxxxx Custodian shall have assumed the responsibilities and obligations of the Collateral Custodianbeing appointed.

Collateral Custodian Resignation. (a) The Collateral Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than ninety (90) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall not resign from take effect. Upon the obligations and duties hereby imposed on it except effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, Collateral Custodian shall (i) upon be reimbursed for any costs and expenses Collateral Custodian shall incur in connection with the Collateral Custodian’s determination that (A) the performance termination of its duties hereunder is or becomes impermissible under Applicable Law this Agreement and (Bii) there is no reasonable action that deliver all of the Required Loan Documents in the possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit J. Notwithstanding anything herein to the contrary, the Collateral Custodian could take may not resign prior to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 60 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Initial Lender acting jointly shall appoint a successor Collateral Custodian being appointed by the Administrative Agent (provided that acting at the consent direction of the Borrower shall not be required after the occurrenceRequired Lenders, and during the continuance, of an Event of Defaulteach in its sole discretion); provided that in no event shall any successor Collateral Custodian be a Competitor. If no successor Collateral Custodian collateral custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 forty‑five (45) days after the giving of such notice of resignationresignation or of a Collateral Custodian Termination Notice, the resigning or removed Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian and all feesCustodian. Notwithstanding anything herein to the contrary, out-of-pocket costs and reasonable expenses (including without limitation, reasonable attorneys’ fees and out-of-pocket expenses of outside counsel) incurred by the Collateral CustodianCustodian may not resign prior to a successor Collateral Custodian being appointed. For the avoidance of doubt, in connection with any such petition Collateral Custodian Fees and Collateral Custodian Expenses shall be paid (or otherwise reimbursed payable to the Collateral Custodian) by the Borrower. No Custodian so resigning until such resignation shall become effective until time as a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodianbeen appointed.

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 60 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Initial Lender 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); provided that in no event shall any 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 Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning Collateral Custodian may petition any court of 124 competent jurisdiction for the appointment of a successor Collateral Custodian and all fees, out-of-pocket costs and reasonable expenses (including without limitation, 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 otherwise reimbursed to the Collateral Custodian) by the Borrower. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian.

Collateral Custodian Resignation. (a) The Collateral Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than ninety (90) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall not resign from take effect. Upon the obligations and duties hereby imposed on it except effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, Collateral Custodian shall (i) upon be reimbursed for any costs and expenses Collateral Custodian shall incur in connection with the Collateral Custodian’s determination that (A) the performance termination of its duties hereunder is or becomes impermissible under Applicable Law this Agreement and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 60 days’ prior notice deliver all of the Required Loan Documents in the possession of Collateral Custodian to the other parties hereto. Upon any Administrative Agent or to such resignation, Person as the Borrower and the Initial Lender acting jointly shall appoint a successor Administrative Agent may designate to Collateral Custodian (provided that in writing upon the consent receipt of a request in the Borrower shall not be required after the occurrence, and during the continuance, form of an Event of Default); provided that in no event shall any successor Collateral Custodian be a Competitor. Exhibit J. If no successor Collateral Custodian collateral custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 forty-five (45) days after the giving of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian and all feesCustodian. Notwithstanding anything herein to the contrary, out-of-pocket costs and reasonable expenses (including without limitation, 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 otherwise reimbursed Custodian may not resign prior to the Collateral Custodian) by the Borrower. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian.being appointed. USActive 55323723.3

Collateral Custodian Resignation. (a) The Collateral Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than ninety (90) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall not resign from take effect. Upon the obligations and duties hereby imposed on it except effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, Collateral Custodian shall (i) upon be reimbursed for any costs and expenses Collateral Custodian shall incur in connection with the Collateral Custodian’s determination that (A) the performance termination of its duties hereunder is or becomes impermissible under Applicable Law this Agreement and (Bii) there is no reasonable action that deliver all of the Required Loan Documents in the possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit J. Notwithstanding anything herein to the contrary, the Collateral Custodian could take may not resign prior to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 60 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Initial Lender acting jointly shall appoint a successor Collateral Custodian being appointed by the Administrative Agent (provided that acting at the consent direction of the Borrower shall not be required after the occurrenceRequired Lenders, and during the continuance, of an Event of Defaulteach in its sole discretion); provided that in no event shall any successor Collateral Custodian be a Competitor. If no successor Collateral Custodian collateral custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 forty-five (45) days after the giving of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian and all feesCustodian. Notwithstanding anything herein to the contrary, out-of-pocket costs and reasonable expenses (including without limitation, 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 otherwise reimbursed Custodian may not resign prior to the Collateral Custodian) by the Borrower. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodianbeing appointed.

Collateral Custodian Resignation. Collateral Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than 90 days after delivery to the Administrative Agent (awho will provide each Lender with a copy promptly upon receipt thereof) The of written notice of such resignation specifying a date when such resignation shall take effect. Upon the effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon be reimbursed for any costs and expenses Collateral Custodian shall incur in connection with the Collateral Custodian’s determination that (A) the performance termination of its duties hereunder is or becomes impermissible under Applicable Law this Agreement and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 60 days’ prior notice deliver all of the Required Loan Documents ‑204‑ in the possession of Collateral Custodian to the other parties hereto. Upon any Administrative Agent or to such resignation, Person as the Borrower and the Initial Lender acting jointly shall appoint a successor Administrative Agent may designate to Collateral Custodian (in writing upon the receipt of a request in the form of Exhibit M; provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default); provided that in no event shall consent to any successor Collateral Custodian appointed by the Administrative Agent (such consent not to be unreasonably withheld). In the case of a Competitor. If resignation or removal of the Collateral Custodian pursuant to this Section 12.07, if no successor Collateral Custodian custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian custodian shall not have been delivered to the Collateral Custodian within 45 90 days after the giving of such notice of resignationremoval, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor custodian. Notwithstanding anything herein to the contrary, the Collateral Custodian and all fees, out-of-pocket costs and reasonable expenses (including without limitation, 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 otherwise reimbursed may not resign prior to the Collateral Custodian) by the Borrower. No such resignation shall become effective until a successor Collateral Xxxxxxxxxx Custodian shall have assumed the responsibilities and obligations of the Collateral Custodianbeing appointed.

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s 's determination that (A) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 60 90 days’ ' prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Initial Lender 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); provided that in no event shall any 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 Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian and or deliver all fees, out-of-pocket costs and reasonable expenses (including without limitation, reasonable attorneys’ fees and out-of-pocket expenses of outside counsel) incurred by Required Loan Documents in its possession to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor Collateral Custodian, in connection with any such petition shall be paid (or otherwise reimbursed to the Collateral Custodian) by the Borrower. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian.. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian. (b) Upon the effective date of such resignation, or if the Majority Lenders gives Collateral Custodian written notice of an earlier termination hereof, the Collateral Custodian shall (i) be reimbursed for any costs, fees and expenses that the Collateral Custodian shall incur in connection with its resignation or the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Documents in the possession of Collateral Custodian to the Majority Lenders or to such Person as the Majority Lenders may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit E; provided that the Borrower consents to any successor Collateral Custodian appointed by the Majority Lenders (such consent not to be unreasonably withheld). SECTION 9.08

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 60 90 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Initial Lender 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); provided that in no event shall any 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 -105- have been delivered to the Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning 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 without limitation, 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 otherwise reimbursed to the Collateral Custodian) by the Borrower. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian.

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 60 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Initial Lender 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); provided that in no event shall any 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 Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning 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 without limitation, 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 otherwise reimbursed to the Collateral Custodian) by the Borrower. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian.

Collateral Custodian Resignation. Collateral Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than 90 days after delivery to the Facility Agent (awho will provide each Lender with a copy promptly upon receipt thereof) The of written notice of such resignation specifying a date when such resignation shall take effect. Upon the effective date of such resignation, or if the Facility Agent gives Collateral Custodian written notice of an earlier termination hereof, Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon be reimbursed for any costs and expenses Collateral Custodian shall incur in connection with the Collateral Custodian’s determination that (A) the performance termination of its duties hereunder is or becomes impermissible under Applicable Law this Agreement and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 60 days’ prior notice deliver all of the Required Loan Documents in the possession of Collateral Custodian to the other parties hereto. Upon any Facility Agent or to such resignation, Person as the Borrower and the Initial Lender acting jointly shall appoint a successor Facility Agent may designate to Collateral Custodian (in writing upon the receipt of a request in the form of Exhibit M; provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default); provided that in no event shall consent to any successor Collateral Custodian appointed by the Facility Agent (such consent not to be unreasonably withheld). In the case of a Competitor. If resignation or removal of the Collateral Custodian pursuant to this Section 12.07, if no successor Collateral Custodian custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian custodian shall not have been delivered to the Collateral Custodian within 45 90 days after the giving of such notice of resignationremoval, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor custodian. Notwithstanding anything herein to the contrary, the Collateral Custodian and all fees, out-of-pocket costs and reasonable expenses (including without limitation, 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 otherwise reimbursed may not resign prior to the Collateral Custodian) by the Borrower. No such resignation shall become effective until a successor Collateral Cxxxxxxxxx Custodian shall have assumed the responsibilities and obligations of the Collateral Custodianbeing appointed.

Collateral Custodian Resignation. (a) The Collateral Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than ninety (90) days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall not resign from take effect. Upon the obligations and duties hereby imposed on it except effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, Collateral Custodian shall (i) upon be reimbursed for any costs and expenses Collateral Custodian shall incur in connection with the Collateral Custodian’s determination that (A) the performance termination of its duties hereunder is or becomes impermissible under Applicable Law this Agreement and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 60 days’ prior notice deliver all of the Required Loan Documents in the possession of Collateral Custodian to the other parties hereto. Upon any Administrative Agent or to such resignation, Person as the Borrower and the Initial Lender acting jointly shall appoint a successor Administrative Agent may designate to Collateral Custodian (provided that in writing upon the consent receipt of a request in the Borrower shall not be required after the occurrence, and during the continuance, form of an Event of Default); provided that in no event shall any successor Collateral Custodian be a Competitor. Exhibit J. If no successor Collateral Custodian collateral custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 forty-fiveninety (4590) days after the giving of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian and all feesCustodian. Notwithstanding anything herein to the contrary, out-of-pocket costs and reasonable expenses (including without limitation, reasonable attorneys’ fees and out-of-pocket expenses of outside counsel) incurred by the Collateral CustodianCustodian may not resign prior to a successor Xxxxxxxxxx Custodian being appointed. Replacement Conforming Changes from time to time and, in connection with any such petition shall be paid (or otherwise reimbursed notwithstanding anything to the Collateral Custodian) by the Borrower. No contrary herein or in any other Transaction Document, any amendments implementing such resignation shall Benchmark Replacement Conforming Changes will become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations without requiring any further action by or consent of the Collateral Custodianany other party to this Agreement or any other Transaction Document.

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 60 90 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Initial Lender 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); provided that in no event shall any 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 NAI-15121569431515895953v1213 -106- have been delivered to the Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning 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 without limitation, 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 otherwise reimbursed to the Collateral Custodian) by the Borrower. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian.

Collateral Custodian Resignation. (a) The Collateral Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than 60 days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. Upon the effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon be reimbursed for any costs and expenses Collateral Custodian shall incur in connection with the Collateral Custodian’s determination that (A) the performance termination of its duties hereunder is or becomes impermissible under Applicable Law this Agreement and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 60 days’ prior notice deliver all of the Required Loan Documents in the possession of Collateral Custodian to the other parties hereto. Upon any Administrative Agent or to such resignation, Person as the Borrower and the Initial Lender acting jointly shall appoint a successor Administrative Agent may designate to Collateral Custodian (in writing upon the receipt of a request in the form of Exhibit L; provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default); provided that in no event shall consent to any successor Collateral Custodian appointed by the Administrative Agent (such consent not to be a Competitorunreasonably withheld). 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 Collateral Custodian within 45 90 days after the giving of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian and all feesCustodian. Notwithstanding anything herein to the contrary, out-of-pocket costs and reasonable expenses (including without limitation, 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 otherwise reimbursed Custodian may not resign prior to the Collateral Custodian) by the Borrower. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodianbeing appointed.