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 90 days' prior notice to the other parties hereto. Upon any such resignation, 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 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 or deliver all Required Loan Documents in its possession to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor Collateral Custodian. 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).

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 90 days' ’ prior notice to the other parties hereto. Upon any such resignation, 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 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 or deliver all Required Loan Documents in its possession to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor Collateral Custodian. 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 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 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 Administrative Agent or to such Person as the Majority Lenders Administrative Agent 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 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 90 60 days' ’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Majority Lenders 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 deliver all Required Loan Documents in its possession otherwise reimbursed to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor 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 Administrative Agent gives Collateral Custodian written notice of an earlier termination hereofpursuant to Section 9.05, 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 with the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Portfolio Documents in the possession of Collateral Custodian to the Majority Lenders Administrative Agent or to such Person as the Majority Lenders Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit E; provided that the Borrower consents G. With respect to any successor Electronic Portfolio Asset Files upon the resignation of the Collateral Custodian, the Collateral Custodian appointed by 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 Majority Lenders (such consent not to be unreasonably withheld)Collateral Custodian’s customary retention and purging policies and procedures of electronic files and data.

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 90 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 Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit J; provided that the Borrower and the Majority Lenders acting jointly shall appoint a consent to any successor Collateral Custodian appointed by the Administrative Agent (provided that the such consent of the Borrower shall not to be required after the occurrence, and during the continuance, of an Event of Defaultunreasonably 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 or deliver all Required Loan Documents in its possession Custodian. Notwithstanding anything herein to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor contrary, the Collateral Custodian. No such resignation shall become effective until Custodian may not resign prior to 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 Custodianbeing appointed. (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).

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 90 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 Majority Lenders 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). 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 or deliver all Required Loan Documents in its possession to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor Collateral Custodian. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian. Notwithstanding anything herein 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 hereofcontrary, the Collateral Custodian shall (i) be reimbursed for any costs, fees and expenses that the Collateral may not resign prior to a successor Xxxxxxxxxx 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)being 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 ’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 90 60 days' ’ prior notice to the other parties hereto. Upon any such resignation, 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 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 or deliver all Required Loan Documents in its possession to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor Collateral Custodian. 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 In the contrary hereinevent Midland resigns in its role or is terminated as Servicer, no Competitor Administrative Agent, the Account Bank and/or Collateral Custodian or Midland, as applicable, shall be appointed deemed to have concurrently resigned or been terminated, as a successor applicable, in its role as Servicer, Administrative Agent, the Account Bank and/or Collateral Custodian. (b) , 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 Majority Lenders 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 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 Administrative Agent or to such Person as the Majority Lenders Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit EI; provided that the Borrower consents 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 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 ninety (B90) 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 90 days' prior notice days after delivery to the other parties hereto. Upon any such resignation, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the consent Administrative Agent 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 Collateral Custodian within 45 days after the giving written notice of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of resignation specifying a successor Collateral Custodian or deliver all Required Loan Documents in its possession to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor Collateral Custodian. No date when such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodiantake effect. 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 Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, the Collateral Custodian shall (i) be reimbursed for any costs, fees costs 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 Administrative Agent or to such Person as the Majority Lenders Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit E; provided that J. Notwithstanding anything herein to the Borrower consents contrary, the Collateral Custodian may not resign prior to any a successor Collateral Custodian being appointed by the Majority Lenders Administrative Agent (acting at the direction of the Required Lenders, each in its sole discretion). 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 forty-five (45) days after the giving of such consent notice of resignation 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. Notwithstanding anything herein to the contrary, the Collateral Custodian may not resign prior to a successor Xxxxxxxxxx Custodian being appointed. For the avoidance of doubt, any Collateral Custodian Fees and Collateral Custodian Expenses shall be unreasonably withheld)payable to the Collateral Custodian so resigning until such time as a successor Collateral Custodian shall have been 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 90 60 days' ’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Majority Lenders 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 deliver all Required Loan Documents in its possession otherwise reimbursed to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor 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 Administrative Agent gives the Collateral Custodian written notice of an earlier termination hereofpursuant to Section 9.05, 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 with the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Portfolio Documents in the possession of Collateral Custodian to the Majority Lenders Administrative Agent or to such Person as the Majority Lenders Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit E; provided that the Borrower consents G. With respect to any successor Electronic Portfolio Asset Files upon the resignation of the Collateral Custodian, the Collateral Custodian appointed by 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 Majority Lenders (such consent not to be unreasonably withheld)Collateral Custodian’s customary retention and purging policies and procedures of electronic files and data.

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 90 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 Majority Lenders 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). 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 or deliver all Required Loan Documents in its possession Custodian. Notwithstanding anything herein to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor contrary, the Collateral Custodian. No such resignation shall become effective until Custodian may not resign prior to a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodianbeing appointed. 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).USActive 55323723.3

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 90 60 days' ’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Majority Lenders 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 deliver all Required Loan Documents in its possession otherwise reimbursed to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor 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 Administrative Agent gives Collateral Custodian written notice of an earlier termination hereofpursuant to Section 9.05, 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 with the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Portfolio Documents in the possession of Collateral Custodian to the Majority Lenders Administrative Agent or to such Person as the Majority Lenders Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit E; provided that the Borrower consents G. With respect to any successor Electronic Portfolio Asset Files upon the resignation of the Collateral Custodian, the Collateral Custodian appointed by 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 Majority Lenders (such consent not to be unreasonably withheld).Collateral Custodian’s customary retention and purging policies and procedures of electronic files and data. NAI-1528532842v5

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 90 days' prior notice to the other parties hereto. Upon any such resignation, 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 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 resign and be discharged from its duties or deliver all Required Loan Documents in its possession obligations hereunder, not earlier than 90 days after delivery to the Calculation Facility Agent or Initial Lender. No Competitor shall be appointed as (who will provide each Lender with a successor Collateral Custodian. No copy promptly upon receipt thereof) of written notice of such resignation specifying a date when such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodiantake effect. 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 Facility Agent gives Collateral Custodian written notice of an earlier termination hereof, the Collateral Custodian shall (i) be reimbursed for any costs, fees costs 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 Facility Agent or to such Person as the Majority Lenders Facility Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit EM; provided that the Borrower consents shall consent to any successor Collateral Custodian appointed by the Majority Lenders Facility Agent (such consent not to be unreasonably withheld). In the case of a resignation or removal of the Collateral Custodian pursuant to this Section 12.07, if no successor custodian shall have been appointed and an instrument of acceptance by a successor custodian shall not have been delivered to the Collateral Custodian within 90 days after the giving of such notice of removal, the 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 may not resign prior to a successor Cxxxxxxxxx Custodian being 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 (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 obligations hereunder, not earlier than 90 days' prior notice days after delivery to the other parties hereto. Upon any such resignation, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the consent Administrative Agent 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 Collateral Custodian within 45 days after the giving written notice of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of resignation specifying a successor Collateral Custodian or deliver all Required Loan Documents in its possession to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor Collateral Custodian. No date when such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodiantake effect. 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 Administrative Agent gives the Collateral Custodian written notice of an earlier termination hereof, the Collateral Custodian shall (i) be reimbursed for any costs, fees costs and expenses that the Collateral Custodian shall incur in connection with its resignation Citizens Bank, N. A. $150,000,000225,000,000 Aggregate Commitments: $725,000,000800,000,000 Ares Capital JB Funding LLC Dated as of January 20, 2012 and Amended as of June 30May 28, 20152021 EXHIBIT A Form of Approval Notice EXHIBIT B Form of Borrowing Base Certificate EXHIBIT C Form of Disbursement Request EXHIBIT D Form of Joinder Supplement EXHIBIT E Form of Notice of Borrowing EXHIBIT F Form of Notice of Reduction (Reduction of Advances Outstanding) EXHIBIT G Form of Notice of Reduction (Reduction of Maximum Facility Amount) EXHIBIT H Form of Variable Funding Note EXHIBIT I Form of Notice and Request for Consent EXHIBIT J Form of Servicing Report EXHIBIT K Form of Servicer’s Certificate (Servicing Report) EXHIBIT L Form of Release of Required Loan Documents EXHIBIT M Form of Assignment and Acceptance EXHIBIT N Form of Power of Attorney for Servicer EXHIBIT O Form of Power of Attorney for Borrower EXHIBIT P Form of Servicer’s Certificate (Loan Asset Register) EXHIBIT Q Form of Conversion Notice Each of the undersigned, being a duly elected Responsible Officer of the Borrower and of the Servicer, respectively, and holding the office set forth below such officer’s name, hereby certifies as follows: 1. [The Borrower hereby requests an Advance in the principal amount of $.* Such Advance shall be deposited in the Advance Funding Account.] 2. [The Borrower hereby requests an Advance in the principal amount of $.** Such Advance shall be deposited in the Unfunded Exposure Account.] 3. [Pursuant to Section 2.02(f) of the Loan and Servicing Agreement, the Borrower hereby requests an Advance in the principal amount of $(such amount, the “Exposure Amount Shortfall”). To the extent the Exposure Amount Shortfall is required to be funded pursuant to Section 2.02(f) of the Loan and Servicing Agreement, such Exposure Amount Shortfall shall be deposited in the Unfunded Exposure Account.] 4. The Borrower hereby requests that such Advance be made as a [Base Rate Advance / LIBORBenchmark Advance/One Day Advance] on the following date: 5. Attached to this Notice of Borrowing is a true, correct and complete calculation of the Borrowing Base and all components thereof. 6. Attached to this Notice of Borrowing is a true, correct and complete list of all Loan Assets, if any, which will become part of the Collateral Portfolio on the date hereof, each Loan Asset reflected thereon being an Eligible Loan Asset, which list shall include the purchase price of each such Loan Asset, if purchased or acquired by the termination Transferor, and the fair market value of its duties under this each such Loan Asset. 7. [In connection with such Advance, the Transferor shall deposit $ into the Unfunded Exposure Account in connection with any Revolving Loan Asset or Delayed Draw Loan Asset funded by such Advance.] 8. With respect to Advances other than those contemplated by Section 2.02(f) of the Loan and Servicing Agreement, all of the conditions applicable to the Advance requested herein as set forth in the Loan and Servicing Agreement have been satisfied as of the date hereof and will remain satisfied to the date of such Advance, including those set forth in Article III of the Loan and Servicing Agreement, and the following: The amount of such Advance shall not cause (i) Advances Outstanding to exceed the Borrowing Base or (ii) deliver with respect to One Day Advances. One Day Advances Outstanding to exceed the One Day Advance Limit; provided that, except with respect to an Advance pursuant to Section 2.02(f) of the Loan and Servicing Agreement, the amount of such Advance must be at least equal to $500,000. * The amount of such Advance shall not exceed the amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Unfunded Exposure Amount. Sumitomo Mitsui Banking Corporation, as the Administrative Agent and as the Collateral Agent 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxxxx Facsimile: (000) 000-0000 Re: Loan and Servicing Agreement dated as of January 20, 2012 Ladies and Gentlemen: This Notice of Reduction is delivered to you pursuant to Section 2.18(a) of that certain Loan and Servicing Agreement, dated as of January 20, 2012 (as amended, restated, supplemented, waived, replaced and/or otherwise modified from time to time, the “Loan and Servicing Agreement”), by and among Ares Capital Corporation, as the transferor (together with its successors and assigns in such capacity, the “Transferor”) and as the servicer (together with its successors and assigns in such capacity, the “Servicer”), Ares Capital JB Funding LLC, as the borrower (together with its successors and assigns in such capacity, the “Borrower”), Sumitomo Mitsui Banking Corporation, as the administrative agent (together with its successors and assigns in such capacity, the “Administrative Agent”), as the lender (together with its successors and assigns in such capacity, the “Lender”) and as the collateral agent (together with its successors and assigns in such capacity, the “Collateral Agent”) and U.S. Bank National Association, as the collateral custodian (together with its successors and assigns in such capacity, the “Collateral Custodian”) and as the bank (together with its successors and assigns in such capacity, the “Bank”). Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement. Each of the undersigned, being a duly elected Responsible Officer of the Borrower and of the Servicer, respectively, and holding the office set forth below such officer’s name, hereby certifies as follows: 1. Pursuant to Section 2.18(a) of the Loan and Servicing Agreement, the Servicer on behalf of the Borrower desires to reduce the Advances Outstanding with respect to the [LIBORBenchmark Advance / Base Rate Advance/One Day Advance] made by the Lender on [ ] [ ], 20[ ] (each, an “Advance Reduction”) by the amount of $. $ [] [_], 201[_] THIS VARIABLE FUNDING NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS VARIABLE FUNDING NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THIS VARIABLE FUNDING NOTE IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT TO (A) A QUALIFIED INSTITUTIONAL BUYER UNDER RULE 144A OF THE SECURITIES ACT OR AN INSTITUTIONAL “ACCREDITED INVESTOR” AS DEFINED IN RULE 501 (A)( 1 )-(3) OR (7) UNDER THE SECURITIES ACT, IN EACH CASE, WHO IS ALSO (B) A QUALIFIED PURCHASER FOR PURPOSES OF SECTION 3(c)(7) OF THE 1940 ACT, AND IN COMPLIANCE WITH THE TERMS OF THE LOAN AND SERVICING AGREEMENT REFERRED TO HEREIN. FOR VALUE RECEIVED, ARES CAPITAL JB FUNDING LLC, a Delaware limited liability company (the “Borrower”), promises to pay to [NAME OF LENDER] (the “Lender”), or its successors or assigns, the principal sum of [] DOLLARS ($[]), or, if less, the unpaid principal amount of the aggregate Advances (the “Advances Outstanding”) made by the Lender to the Borrower pursuant to the Loan and Servicing Agreement (as defined below), as set forth on the attached Schedule, on the dates specified in the Loan and Servicing Agreement, and to pay interest on the unpaid principal amount of the Advances Outstanding on each day that such unpaid principal amount is outstanding, at the Base Rate Yield Rate, the One Day Advance Yield Rate or the LIBORBenchmark Yield Rate, as applicable, related to such Advances Outstanding as provided in the Loan and Servicing Agreement, on each Payment Date and each other date specified in the Loan and Servicing Agreement. This Variable Funding Note (the “Note”) is issued pursuant to the Loan and Servicing Agreement, dated as of January 20, 2012 (as amended, restated, supplemented, waived, replaced and/or otherwise modified from time to time, the “Loan and Servicing Agreement”), by and among Ares Capital Corporation, as the transferor (together with its successors and assigns in such capacity, the “Transferor”) and as the servicer (together with its successors and assigns in such capacity, the “Servicer”), Ares Capital JB Funding LLC, as the borrower (together with its successors and assigns in such capacity, the “Borrower”), Sumitomo Mitsui Banking Corporation, a Japanese banking corporation, as the administrative agent (together with its successors and assigns in such capacity, the “Administrative Agent”), as the lender (together with its successors and assigns in such capacity, the “Lender”) and as the collateral agent (together with its successors and assigns in such capacity, the “Collateral Agent”) and U.S. Bank National Association, as the collateral custodian (together with its successors and assigns in such capacity, the “Collateral Custodian”) and as the bank (together with its successors and assigns in such capacity, the “Bank”). Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement. Notwithstanding any other provisions contained in this Note, if at any time the rate of interest payable by the Borrower under this Note, when combined with any and all other charges provided for in this Note, in the Loan and Servicing Agreement or in any other document (to the extent such other charges would constitute interest for the purpose of any applicable law limiting interest that may be charged on this Note), exceeds the highest rate of interest permissible under applicable law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Note shall be equal to the Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Note is less than the Maximum Lawful Rate, the Borrower shall continue to pay interest under this Note at the Maximum Lawful Rate until such time as the total interest paid by the Borrower is equal to the total interest that would have been paid had applicable law not limited the interest rate payable under this Note. In no event shall the total interest received by the Lender under this Note exceed the amount which the Lender could lawfully have received had the interest due under this Note been calculated since the date of this Note at the Maximum Lawful Rate. Payments of the principal of, and interest on, Advances Outstanding represented by this Note shall be made by or on behalf of the Borrower to the holder hereof by wire transfer of immediately available funds in the manner and at the address specified for such purpose as provided in the Loan and Servicing Agreement, or in such manner or at such other address as the holder of this Note shall have specified in writing to the Borrower for such purpose, without the presentation or surrender of this Note or the making of any notation on this Note. If any payment under this Note falls due on a day that is not a Business Day, then such due date shall be extended to the next succeeding Business Day and interest shall be payable on any principal so extended at the Base Rate Yield Rate, the One Day Advance Yield Rate or the LIBORBenchmark Yield Rate, as applicable (unless otherwise specified in the Loan and Servicing Agreement). If all or a portion of (i) any interest payable hereunder or (ii) any other amounts payable hereunder shall not be paid when due, other than the principal amount hereof (whether at maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum that is equal to the Base Rate plus 2.00% (unless otherwise specified in the Loan and Servicing Agreement), in each case from the date of such non-payment to (but excluding) the date such amount is paid in full. For the avoidance of doubt, if any Event of Default shall have occurred, with respect to the principal amount hereof, the LIBORBenchmark Yield Rate, One Day Advance Yield Rate or Base Rate Yield Rate, as applicable, shall be increased pursuant to the increase set forth in the definition of “Applicable Spread” set forth in the Loan and Servicing Agreement, effective as of the date of the occurrence of such Event of Default, and shall apply after the occurrence of such Event of Default. Each of the undersigned, being a duly elected Responsible Officer of the Borrower and of the Servicer, respectively, and holding the office set forth below such officer’s name, hereby certifies as follows: 1. [The Borrower hereby requests that the Administrative Agent convert the [Base Rate Advance/One Day Advance], advanced by the Lender on [] [ ], 20[ ] in the principal amount of $, into a LIBORBenchmark Advance.] 2. [The Borrower hereby requests that the Administrative Agent convert the [LIBORBenchmark Advance/One Day Advance], advanced by the Lender on [] [ ], 20[ ] in the principal amount of $, into a Base Rate Advance.] 3. The Borrower hereby requests that the [Base Rate Conversion Date] [LIBORBenchmark Conversion Date] be the following date:. 4. Attached to this Conversion Notice is a true, correct and complete calculation of the Borrowing Base and all components thereof. 5. With respect to such conversion of the foregoing [Base Rate Advance] [LIBORBenchmark Advance] [One Day Advance] into a [LIBORBenchmark Advance] [Base Rate Advance], all of the Required Loan Documents conditions applicable to the conversion into a [LIBORBenchmark Advance] [Base Rate Advance] requested herein as set forth in the possession Loan and Servicing Agreement have been satisfied as of Collateral Custodian the date hereof and will remain satisfied to the Majority Lenders or [Base Rate Conversion Date] [LIBORBenchmark Conversion Date], including those set forth in Article III of the Loan and Servicing Agreement, and the following: (i) The representations and warranties of each of the Servicer and the Borrower, respectively, set forth in the Loan and Servicing Agreement are true, correct and complete in all material respects on and as of such date, before and after giving effect to such Person conversion, as though made on and as of the Majority Lenders may designate to Collateral Custodian in writing upon the receipt [Base Rate Conversion Date] [LIBORBenchmark Conversion Date] (other than any representation or warranty that is made as of a request specific date); (ii) No Event of Default has occurred, or would result from such conversion and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such conversion; (iii) No event has occurred and is continuing, or would result from such conversion, which constitutes a Servicer Termination Event or any event which, if it continues uncured, will, with notice or lapse of time, constitute a Servicer Termination Event; and (iv) Each of the Servicer and the Borrower, respectively, is in compliance in all material respects with each of its covenants set forth 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)Transaction Documents.

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 90 60 days' ’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Majority Lenders 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). 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 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 Lender. No Competitor shall be appointed as a successor 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 Administrative Agent gives Collateral Custodian written notice of an earlier termination hereofpursuant to Section 9.05, 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 with the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Documents in the possession of the Collateral Custodian to the Majority Lenders Administrative Agent or to such Person as the Majority Lenders Administrative Agent may designate to the Collateral Custodian in writing upon the receipt of a request in the form of Exhibit E; provided that the Borrower consents G. With respect to any successor Electronic Loan Asset Files upon the resignation of the Collateral Custodian, the Collateral Custodian appointed by 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 Majority Lenders (such consent not to be unreasonably withheld)Collateral Custodian’s customary retention and purging policies and procedures of electronic files and data.

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 ninety (B90) 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 90 days' prior notice days after delivery to the other parties hereto. Upon any such resignation, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the consent Administrative Agent 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 Collateral Custodian within 45 days after the giving written notice of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of resignation specifying a successor Collateral Custodian or deliver all Required Loan Documents in its possession to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor Collateral Custodian. No date when such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodiantake effect. 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 Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, the Collateral Custodian shall (i) be reimbursed for any costs, fees costs 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 Administrative Agent or to such Person as the Majority Lenders Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit E; provided that J. Notwithstanding anything herein to the Borrower consents contrary, the Collateral Custodian may not resign prior to any a successor Collateral Custodian being appointed by the Majority Lenders Administrative Agent (acting at the direction of the Required Lenders, each in its sole discretion). 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 forty‑five (45) days after the giving of such consent notice of resignation 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. Notwithstanding anything herein to the contrary, the Collateral Custodian may not resign prior to a successor Collateral Custodian being appointed. For the avoidance of doubt, any Collateral Custodian Fees and Collateral Custodian Expenses shall be unreasonably withheld)payable to the Collateral Custodian so resigning until such time as a successor Collateral Custodian shall have been 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 60 days (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 90 days' prior notice to the other parties hereto. Upon any such resignation, unless agreed otherwise by the Borrower and the Majority Lenders acting jointly Lenders) after delivery to the Administrative Agent and the Initial Lender of written notice of such resignations 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)take 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 that is 60 days after the giving of such following a resigning Collateral Custodian’s notice of resignation, the resigning 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. No Competitor shall be appointed as a successor Collateral Custodian. No such ’s resignation shall nevertheless thereupon become effective until a successor Collateral Custodian effective, and the Administrative Agent (or its designee) shall have assumed perform the responsibilities and obligations duties of the Collateral Custodian. Notwithstanding anything to Custodian hereunder until such time, if any, as the contrary herein, no Competitor shall be appointed as Administrative Agent (acting at the direction of the Majority Lenders) appoints a successor Collateral Custodian. (b) Upon the effective date of such resignation, or if the Majority Lenders gives Administrative Agent or the Borrower give Collateral Custodian written notice of an earlier termination hereofpursuant to Section 9.05, 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 Administrative Agent or to such Person as the Majority Lenders Administrative Agent and, if no Event of Default has occurred and is continuing at such time, the Borrower may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit E; provided that the Borrower consents F. With respect to any successor Electronic Loan Asset Files upon the resignation of the Collateral Custodian, the Collateral Custodian appointed by 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 Majority Lenders (such consent not to be unreasonably withheld)Collateral Custodian’s customary retention and purging policies and procedures of electronic files and data.

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 ninety (B90) 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 90 days' prior notice days after delivery to the other parties hereto. Upon any such resignation, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the consent Administrative Agent 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 Collateral Custodian within 45 days after the giving written notice of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of resignation specifying a successor Collateral Custodian or deliver all Required Loan Documents in its possession to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor Collateral Custodian. No date when such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodiantake effect. 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 Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, the Collateral Custodian shall (i) be reimbursed for any costs, fees costs 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 Administrative Agent or to such Person as the Majority Lenders Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit E; provided that J. Notwithstanding anything herein to the Borrower consents contrary, the Collateral Custodian may not resign prior to any a successor Collateral Custodian being appointed. 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 Majority Lenders Collateral Custodian within forty-five (45) days after the giving of such consent notice of resignation 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. Notwithstanding anything herein to the contrary, the Collateral Custodian may not resign prior to a successor Collateral Custodian being appointed. For the avoidance of doubt, any Collateral Custodian Fees and Collateral Custodian Expenses shall be unreasonably withheld)payable to the Collateral Custodian so resigning until such time as a successor Collateral Custodian shall have been 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 90 days' ’ prior notice to the other parties hereto. Upon any such resignation, 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 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 or deliver all Required Loan Documents in its possession to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor Collateral Custodian. 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 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 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 Administrative Agent or to such Person as the Majority Lenders Administrative Agent 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 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 (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 90 60 days' prior notice to the other parties hereto. Upon any such resignation, 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 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 or deliver all Required Loan Documents in its possession to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor Collateral Custodian. 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 In the contrary hereinevent Midland resigns in its role or is terminated as Servicer, no Competitor Administrative Agent, the Account Bank and/or Collateral Custodian or Midland, as applicable, shall be appointed deemed to have concurrently resigned or been terminated, as a successor applicable, in its role as Servicer, Administrative Agent, the Account Bank and/or Collateral Custodian. (b) , 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 Majority Lenders 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 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 Administrative Agent or to such Person as the Majority Lenders Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit EI; provided that the Borrower consents 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 90 60 days' ’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Majority Lenders 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 deliver all Required Loan Documents in its possession otherwise reimbursed to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor 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 Administrative Agent gives Collateral Custodian written notice of an earlier termination hereofpursuant to Section 9.05, 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 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 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).and

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 90 days' ’ prior notice to the other parties hereto. Upon any such resignation, 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 -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 or deliver all Required Loan Documents in its possession to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor Collateral Custodian. 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 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 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 Administrative Agent or to such Person as the Majority Lenders Administrative Agent 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 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 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 90 days' prior notice to the other parties hereto. Upon any such resignation, 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 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 resign and be discharged from its duties or deliver all Required Loan Documents in its possession obligations hereunder, not earlier than 90 days after delivery to the Calculation Administrative Agent or Initial Lender. No Competitor shall be appointed as (who will provide each Lender with a successor Collateral Custodian. No copy promptly upon receipt thereof) of written notice of such resignation specifying a date when such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodiantake effect. 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 Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, the Collateral Custodian shall (i) be reimbursed for any costs, fees costs 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 ‑204‑ in the possession of Collateral Custodian to the Majority Lenders Administrative Agent or to such Person as the Majority Lenders Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit EM; provided that the Borrower consents shall consent to any successor Collateral Custodian appointed by the Majority Lenders Administrative Agent (such consent not to be unreasonably withheld). In the case of a resignation or removal of the Collateral Custodian pursuant to this Section 12.07, if no successor custodian shall have been appointed and an instrument of acceptance by a successor custodian shall not have been delivered to the Collateral Custodian within 90 days after the giving of such notice of removal, the 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 may not resign prior to a successor Xxxxxxxxxx Custodian being 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 ninety (B90) 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 90 days' prior notice days after delivery to the other parties hereto. Upon any such resignation, Administrative Agent and 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 Collateral Custodian within 45 days after the giving written notice of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of resignation specifying a successor Collateral Custodian or deliver all Required Loan Documents in its possession to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor Collateral Custodian. No date when such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodiantake effect. 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 Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, the Collateral Custodian shall (i) be reimbursed for any costsfees, fees costs 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 Administrative Agent or to such Person as the Majority Lenders Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request substantially in the form of Exhibit E; provided that J. Notwithstanding anything herein to the Borrower consents to any successor contrary, the Collateral Custodian may not resign prior to a successor Xxxxxxxxxx Custodian being appointed. 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 Majority Lenders Collateral Custodian within forty five (45) days after the giving of such consent not to be unreasonably withheld)notice of resignation or a Collateral Custodian Termination Notice, the resigning or removed Collateral Custodian may petition a court of competent jurisdiction for the appointment of 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 90 days' prior notice to the other parties hereto. Upon any such resignation, 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 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 resign and be discharged from its duties or deliver all Required Loan Documents in its possession obligations hereunder, not earlier than 90 days after delivery to the Calculation Facility Agent or Initial Lender. No Competitor shall be appointed as (who will provide each Lender with a successor Collateral Custodian. No copy promptly upon receipt thereof) of written notice of such resignation specifying a date when such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodiantake effect. 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 Facility Agent gives Collateral Custodian written notice of an earlier termination hereof, the Collateral Custodian shall (i) be reimbursed for any costs, fees costs 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 Facility Agent or to such Person as the Majority Lenders Facility Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit EM; provided that the Borrower consents shall consent to any successor Collateral Custodian appointed by the Majority Lenders Facility Agent (such consent not to be unreasonably withheld). In the case of a resignation or removal of the Collateral Custodian pursuant to this Section 12.07, if no successor custodian shall have been appointed and an instrument of acceptance by a successor custodian shall not have been delivered to the Collateral Custodian within 90 days after the giving of such notice of removal, the 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 may not resign prior to a successor Xxxxxxxxxx Custodian being appointed.

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 90 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 Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit L; provided that the Borrower and the Majority Lenders acting jointly shall appoint a consent to any successor Collateral Custodian appointed by the Administrative Agent (provided that the such consent of the Borrower shall not to be required after the occurrence, and during the continuance, of an Event of Defaultunreasonably 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 or deliver all Required Loan Documents in its possession Custodian. Notwithstanding anything herein to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor contrary, the Collateral Custodian. No such resignation shall become effective until Custodian may not resign prior to 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 Custodianbeing appointed. (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).

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 days (ii) upon at least 90 days' prior notice to the other parties hereto. Upon any such resignation, unless agreed otherwise by the Borrower and the Majority Lenders acting jointly Lenders) after delivery to the Administrative Agent of written notice of such resignations 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)take 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 Administrative Agent (or its designee) shall perform the duties of the Collateral Custodian may petition any court hereunder until such time, if any, as the Administrative Agent (acting at the written direction of competent jurisdiction for the appointment of Majority Lenders) appoints a successor Collateral Custodian or deliver all Required Loan Documents in its possession to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor Collateral Custodian. 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 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 its resignation or the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Portfolio Documents in the possession of Collateral Custodian to the Majority Lenders Administrative Agent or to such Person as the Administrative Agent (acting at the written direction of the Majority Lenders Lenders) may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit E; provided that E. (c) For the Borrower consents to any successor avoidance of doubt, the Collateral Custodian appointed by shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any Collateral Custodian Fees accrued through the Majority Lenders (such consent not effective date of its resignation pursuant to be unreasonably withheld)and in accordance with this Section 9.07.

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 90 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 Majority Lenders 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)take 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 or deliver all Required Loan Documents in its possession to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor Collateral Custodian. 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 Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, the Collateral Custodian shall (i) be reimbursed for any costs, fees costs 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 Administrative Agent or to such Person as the Majority Lenders Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit E; provided that J. For the Borrower consents to any successor avoidance of doubt, the Collateral Custodian appointed by shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any Collateral Custodian Fees accrued through the Majority Lenders (such consent not effective date of its resignation pursuant to be unreasonably withheld)and in accordance with this Section 11.07.

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 90 days' prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Majority Lenders 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). 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 or deliver all Required Loan Documents in its possession to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor Collateral Custodian. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian. Notwithstanding anything herein 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 hereofcontrary, the Collateral Custodian shall (i) be reimbursed for any costs, fees and expenses that the Collateral may not resign prior to a successor Xxxxxxxxxx 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)being 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 90 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 Majority Lenders 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). 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 or deliver all Required Loan Documents in its possession to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor Collateral Custodian. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian. Notwithstanding anything herein 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 hereofcontrary, the Collateral Custodian shall (i) be reimbursed for may not resign prior to a successor Xxxxxxxxxx Custodian being appointed. Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any costsother Transaction Document, fees and expenses that the Collateral Custodian shall incur in connection with its resignation any amendments implementing such Benchmark Replacement Conforming Changes will become effective without requiring any further action by or the termination consent of its duties under any other party to 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)other Transaction Document.

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 90 days' prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Majority Lenders 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). 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 or deliver all Required Loan Documents in its possession Custodian. Notwithstanding anything herein to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor contrary, the Collateral Custodian. No such resignation shall become effective until Custodian may not resign prior to 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 Custodianbeing appointed. (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).

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 90 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 Majority Lenders 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). 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 or deliver all Required Loan Documents in its possession Custodian. Notwithstanding anything herein to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor contrary, the Collateral Custodian. No such resignation shall become effective until Custodian may not resign prior to a successor Collateral Custodian being appointed, which appointment shall have assumed the responsibilities be, absent an Event of Default that has occurred and obligations of the Collateral Custodian. Notwithstanding anything is continuing, reasonably acceptable 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 hereofBorrower, the Collateral Custodian shall (i) be reimbursed for any costs, fees Transferor 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)Servicer.

Collateral Custodian Resignation. (a) The Collateral Custodian shall may resign and be discharged from its duties or obligations hereunder by giving not resign from less than 60 days written notice thereof to the obligations and duties hereby imposed on it except Required Lenders (i) upon with a copy to the Collateral Custodian's determination that (AManager and the Borrower) and with the performance consent 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 90 days' prior notice to the other parties heretoRequired Lenders. Upon any receiving notice of such resignation, the Borrower and the Majority Required Lenders acting jointly shall promptly appoint a successor Collateral Custodian (provided that prior to the occurrence of an Event of Default, with the consent of the Borrower shall (such consent to not be required after unreasonably withheld, delayed or conditions)) by written instrument, in duplicate, executed by the occurrenceRequired Lenders, and during the continuance, one copy of an Event of Default). If no successor Collateral Custodian which shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been be delivered to the Collateral Custodian within 45 days after the giving of such notice of resignation, the so resigning 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 and one copy to the Calculation Agent or Initial Lender. No Competitor shall be appointed as a successor Collateral Custodian. No such resignation shall become effective until , together with a successor Collateral Custodian shall have assumed copy to the responsibilities and obligations of Borrower, the Collateral CustodianManager, the Collateral Administrator and the Administrative Agent. 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 Required Lenders gives give the Collateral Custodian written notice of an earlier termination hereof, the Collateral Custodian shall (i) be reimbursed for any costs, fees reasonable and documented costs and expenses that the Collateral Custodian shall may incur in connection with its resignation or the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Documents Asset Files in the possession of Collateral Custodian to the Majority Lenders or successor Collateral Custodian. Notwithstanding anything herein to such Person as the Majority Lenders may designate to contrary, the Collateral Custodian in writing upon may not resign prior to a successor Xxxxxxxxxx Custodian being appointed. For the receipt avoidance of a request in doubt, the form of Exhibit E; provided that the Borrower consents to any successor Collateral Custodian appointed by shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any Collateral Custodian Fees accrued through the Majority Lenders (such consent not effective date of its resignation pursuant to be unreasonably withheld)and in accordance with this Section 12.07.