Common use of Resignation and Removal; Appointment of a Successor Clause in Contracts

Resignation and Removal; Appointment of a Successor. (a) Except as provided in Section 6.04(d) below, no resignation or removal of the Class A-1R Note Agent and no appointment of a successor Class A-1R Note Agent pursuant to this Section 6.04 shall become effective until the acceptance of appointment by the successor Class A-1R Note Agent pursuant to Section 6.05. (b) The Class A-1R Note Agent may resign at any time by giving 30 days' prior written notice thereof to the Co-Issuers, the Trustee, the Class A-1R Noteholders, the Collateral Manager and S&P. (c) If at any time the Class A-1R Note Agent shall materially breach its obligations hereunder or under the Indenture, or shall become incapable of acting then, in either such case (subject to Section 6.04(a)), (i) the Co-Issuers, by Issuer Order, may remove the Class A-1R Note Agent, or (ii) any Class A-1R Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Class A-1R Note Agent and the appointment of a successor Class A-1R Note Agent. If at any time the Class A-1R Note Agent shall be adjudged as bankrupt or insolvent or a receiver or liquidator of the Class A-1R Note Agent or of its property shall be appointed or any public officer shall take charge or control of the Class A-1R Note Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, subject to Section 6.04(a), the Class A-1R Note Agent shall be removed. (d) Notwithstanding the foregoing, the Class A-1R Note Agent may resign its duties hereunder without any requirement that a successor Class A-1R Note Agent be obligated hereunder and without any liability for further performance of any duties hereunder upon at least 30 days' prior written notice to the Collateral Manager and the Issuer of termination upon the occurrence of any of the following events and the failure to cure such event within such 30 day notice period: (i) failure of the Issuer to pay any of the amounts specified in Section 6.03 within 30 days after receipt by the Issuer of an invoice from the Class A-1R Note Agent for such amount due pursuant to Section 6.03 hereof to the extent that amounts are available therefor under Section 11.1(a) of the Indenture or (ii) failure of the Issuer to provide any indemnity payment or expense reimbursement to the Class A-1R Note Agent required under Section 6.03 hereof within 30 days of the receipt by the Collateral Manager or the Issuer of a written request for such payment or reimbursement. (e) If the Class A-1R Note Agent shall resign or be removed in accordance with the terms hereof, or if a vacancy shall occur in the office of the Class A-1R Note Agent for any reason, the Co-Issuers, by Issuer Order, shall promptly appoint a successor Class A-1R Note Agent by written instrument executed by an Authorized Officer of each of the Co-Issuers and the successor Class A-1R Note Agent; provided that such successor Class A-1R Note Agent shall be appointed only upon the written consent of a Majority of the Class A-1R Notes and the Collateral Manager. If the Co-Issuers shall fail to appoint a successor Class A-1R Note Agent within 30 days after such notice of resignation, removal or the occurrence of such vacancy, a successor Class A-1R Note Agent may be appointed by a Majority of the Class A-1R Notes delivered to the Issuer, the Collateral Manager and the retiring Class A-1R Note Agent. The successor Class A-1R Note Agent so appointed shall, forthwith upon its acceptance of such appointment, become the successor Class A-1R Note Agent and supersede any successor Class A-1R Note Agent proposed by the Co-Issuers. If no successor Class A-1R Note Agent shall have been so appointed by the Co-Issuers or such Class A-1R Noteholders and shall have accepted appointment in the manner hereinafter provided, the retiring Class A-1R Note Agent or any Class A-1R Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Class A-1R Note Agent. (f) The Co-Issuers shall give prompt notice of each resignation and each removal of the Class A-1R Note Agent and each appointment of a successor Class A-1R Note Agent by mailing written notice of such event by first-class mail, postage prepaid, to the Trustee, the Collateral Manager, S&P and each Class A-1R Noteholder and the related Guarantor or Funding Entity, if any, as their names and addresses appear in the Note Register. Each notice shall include the name and address of the successor Class A-1R Note Agent. If the Co-Issuers fail to mail any such notice within ten days after acceptance of appointment by the successor Class A-1R Note Agent, the successor Class A-1R Note Agent shall cause such notice to be given at the expense of the Co-Issuers.

Resignation and Removal; Appointment of a Successor. (a) Except as provided in Section 6.04(d) below, no No resignation or removal of the Class A-1R Note Agent Trustee and no appointment of a successor Class A-1R Note Agent pursuant to this Section 6.04 Trustee shall become effective until the acceptance of appointment by the successor Class A-1R Note Agent pursuant to Trustee under Section 6.055.10. (b) The Class A-1R Note Agent Trustee may resign at any time by giving 30 days' prior written notice thereof to the Co-IssuersCompany. If an instrument of acceptance by a successor Trustee required by Section 5.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the Trustee, the Class A-1R Noteholders, the Collateral Manager and S&P. (c) If at any time the Class A-1R Note Agent shall materially breach its obligations hereunder or under the Indenture, or shall become incapable of acting then, in either such case (subject to Section 6.04(a)), (i) the Co-Issuers, by Issuer Order, resigning Trustee may remove the Class A-1R Note Agent, or (ii) any Class A-1R Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Class A-1R Note Agent and the appointment of a successor Class A-1R Note Agent. Trustee. (c) The Trustee may be removed at any time by the Act of the Holders of a majority in aggregate principal amount of the Outstanding Series B Notes delivered to the Trustee and to the Company. (d) If at any time the Class A-1R Note Agent Trustee (i) shall cease to be eligible under Section 5.08 and shall fail to resign after written request therefor by the Holders of at least 40% in aggregate principal amount of the Outstanding Series B Notes, or (ii) shall become incapable of acting, or shall be adjudged as a bankrupt or insolvent an insolvent, or a receiver or liquidator of the Class A-1R Note Agent Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Class A-1R Note Agent Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, thenin any such case, the Holders of a majority in aggregate principal amount of the Outstanding Series B Notes may remove the Trustee and appoint a successor Trustee by an Act of such Holders, in triplicate, one copy of which instrument shall be delivered to the Trustee so removed, the successor Trustee and to the Company or, subject to the provisions of Section 6.04(a)4.14, the Class A-1R Note Agent shall be removed. (d) Notwithstanding Holders of at least 40% in aggregate principal amount of the foregoingOutstanding Series B Notes, on behalf of themselves and all others similarly situated, may petition any court of competent jurisdiction for the Class A-1R Note Agent may resign its duties hereunder without any requirement that removal of the Trustee and the appointment of a successor Class A-1R Note Agent be obligated hereunder and without any liability for further performance of any duties hereunder upon at least 30 days' prior written notice to the Collateral Manager and the Issuer of termination upon the occurrence of any of the following events and the failure to cure such event within such 30 day notice period: (i) failure of the Issuer to pay any of the amounts specified in Section 6.03 within 30 days after receipt by the Issuer of an invoice from the Class A-1R Note Agent for such amount due pursuant to Section 6.03 hereof to the extent that amounts are available therefor under Section 11.1(a) of the Indenture or (ii) failure of the Issuer to provide any indemnity payment or expense reimbursement to the Class A-1R Note Agent required under Section 6.03 hereof within 30 days of the receipt by the Collateral Manager or the Issuer of a written request for such payment or reimbursementTrustee. (e) If the Class A-1R Note Agent Trustee shall resign or resign, be removed in accordance with the terms hereofor become incapable of acting, or if a vacancy shall occur in the office of the Class A-1R Note Agent Trustee for any reasoncause, in each case unless replaced by a designee appointed by the Holders as described below prior to the appointment CSK Group, Ltd. Series B Indenture 43 of a successor Trustee by the Company, the Co-IssuersCompany, by Issuer Orderorder of a majority of the entire Board of Directors, promptly shall promptly appoint a successor Class A-1R Note Agent by written instrument executed by an Authorized Officer of each of the Co-Issuers and the successor Class A-1R Note Agent; provided that such successor Class A-1R Note Agent shall be appointed only upon the written consent of a Majority of the Class A-1R Notes and the Collateral ManagerTrustee. If the Co-Issuers shall fail to appoint a successor Class A-1R Note Agent If, within 30 days one year after such notice of resignation, removal or incapability, or the occurrence of such a vacancy, a successor Class A-1R Note Agent may Trustee shall be appointed by a Majority Act of the Class A-1R Holders of 40% in aggregate principal amount of the Outstanding Series B Notes delivered to the Issuer, the Collateral Manager Company and the retiring Class A-1R Note Agent. The Trustee, the successor Class A-1R Note Agent Trustee so appointed shallappointed, forthwith upon its acceptance of such appointment, shall become the successor Class A-1R Note Agent Trustee and supersede any the successor Class A-1R Note Agent proposed Trustee appointed by the Co-IssuersCompany. If no successor Class A-1R Note Agent Trustee shall have been so appointed by the Co-Issuers Company or such Class A-1R Noteholders by the Holders and shall have accepted appointment in the manner hereinafter provided, subject to Section 4.14, the retiring Class A-1R Note Agent or any Class A-1R Noteholder mayHolders of at least 40% in aggregate principal amount of the Outstanding Series B Notes, on behalf of itself themselves and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Class A-1R Note AgentTrustee. (f) The Co-Issuers Company shall give prompt notice of each resignation and each removal of the Class A-1R Note Agent Trustee and each appointment of a successor Class A-1R Note Agent Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Trustee, the Collateral Manager, S&P and each Class A-1R Noteholder and the related Guarantor or Funding Entity, if any, all Holders as their names and addresses appear in the Series B Note Register. Each notice shall include the name of the successor Trustee and the address of the successor Class A-1R Note Agent. If the Co-Issuers fail to mail any such notice within ten days after acceptance Principal Office of appointment by the successor Class A-1R Note Agent, the successor Class A-1R Note Agent shall cause such notice to be given at the expense of the Co-IssuersTrustee.

Resignation and Removal; Appointment of a Successor. (a) Except as provided in Section 6.04(d) below, no No resignation or removal of the Class A-1R A-1AR Note Agent and no appointment of a successor Class A-1R A-1AR Note Agent pursuant to this Section 6.04 Article 5 shall become effective until the acceptance of appointment by the successor Class A-1R A-1AR Note Agent pursuant to under Section 6.055.05 becomes effective. (b) The Subject to Section 5.04(a), the Class A-1R A-1AR Note Agent may resign at any time by giving 30 days' prior written notice thereof to the Co-Issuers, the TrusteeCollateral Manager, the Holders, the Trustee and each Rating Agency. (c) The Class A-1R NoteholdersA-1AR Note Agent may be removed at any time by Holders representing at least a majority of the Class A-1AR Commitments with 60 days prior written notice delivered to the Class A-1AR Note Agent, the Trustee, the Collateral Manager and S&P.to the Co-Issuers. (cd) If at any time the Class A-1R A-1AR Note Agent shall materially breach its obligations hereunder or under the Indenture, or shall become incapable of acting or shall be adjudged as bankrupt or insolvent or a receiver or liquidator of the Class A-1AR Note Agent or of its property shall be appointed or any public officer shall take charge or control of the Class A-1AR Note Agent or of all or a substantial part of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in either any such case (subject to Section 6.04(a5.04(e)), (i) the Co-IssuersIssuer (at the direction of the Collateral Manager and on behalf of the Issuer), by Issuer Order, may shall remove the Class A-1R A-1AR Note Agent, or (ii) any Class A-1R Noteholder Holder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Class A-1R A-1AR Note Agent and the appointment of a successor Class A-1R A-1AR Note Agent. If at any time the Class A-1R Note Agent shall be adjudged as bankrupt or insolvent or a receiver or liquidator of the Class A-1R Note Agent or of its property shall be appointed or any public officer shall take charge or control of the Class A-1R Note Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, subject to Section 6.04(a), the Class A-1R Note Agent shall be removed. (d) Notwithstanding the foregoing, the Class A-1R Note Agent may resign its duties hereunder without any requirement that a successor Class A-1R Note Agent be obligated hereunder and without any liability for further performance of any duties hereunder upon at least 30 days' prior written notice to the Collateral Manager and the Issuer of termination upon the occurrence of any of the following events and the failure to cure such event within such 30 day notice period: (i) failure of the Issuer to pay any of the amounts specified in Section 6.03 within 30 days after receipt by the Issuer of an invoice from the Class A-1R Note Agent for such amount due pursuant to Section 6.03 hereof to the extent that amounts are available therefor under Section 11.1(a) of the Indenture or (ii) failure of the Issuer to provide any indemnity payment or expense reimbursement to the Class A-1R Note Agent required under Section 6.03 hereof within 30 days of the receipt by the Collateral Manager or the Issuer of a written request for such payment or reimbursement. (e) If the Class A-1R A-1AR Note Agent shall resign or resign, be removed in accordance with the terms hereofor become incapable of acting, or if a vacancy shall occur in the office of the Class A-1R A-1AR Note Agent for any reason, the Co-IssuersIssuer (at the direction of the Collateral Manager and on behalf of the Issuer), by Issuer Order, shall promptly appoint a successor Class A-1R Note Agent by written instrument executed by an Authorized Officer of each of the Co-Issuers and the successor Class A-1R A-1AR Note Agent; provided that such successor Class A-1R Note Agent shall be appointed only upon the written consent of a Majority of the Class A-1R Notes and the Collateral Manager. If the Co-Issuers Issuer shall fail to appoint a successor Class A-1R A-1AR Note Agent within 30 60 days after such notice of resignation, removal or incapability or the occurrence of such vacancy, a successor Class A-1R A-1AR Note Agent may be appointed by Holders representing a Majority majority of the Class A-1R Notes A-1AR Commitments at such time delivered to the Issuer, the Collateral Manager Issuer and the retiring Class A-1R A-1AR Note Agent. The successor Class A-1R A-1AR Note Agent so appointed shall, forthwith upon its acceptance of such appointment, become the successor Class A-1R A-1AR Note Agent and supersede any successor Class A-1R A-1AR Note Agent proposed by the Co-IssuersIssuer. If no successor Class A-1R A-1AR Note Agent shall have been so appointed by the Co-Issuers Issuer or such Class A-1R Noteholders Holders and shall have accepted appointment in the manner hereinafter provided, the retiring Class A-1R Note Agent or any Class A-1R Noteholder Holder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Class A-1R A-1AR Note Agent. (f) The Co-Issuers Issuer shall give prompt notice of each resignation and each removal of the Class A-1R A-1AR Note Agent and each appointment of a successor Class A-1R A-1AR Note Agent by mailing written notice of such event by first-first class mail, postage prepaid, to the Trustee, each Rating Agency, the Collateral Manager, S&P Manager and each Class A-1R Noteholder and to the related Guarantor or Funding Entity, if any, Holders as their names and addresses appear in the Class A-1AR Note Register. Each notice shall include the name and address of the successor Class A-1R A-1AR Note Agent. If the Co-Issuers fail Issuer fails to mail any such notice within ten 10 days after acceptance of appointment by the successor Class A-1R A-1AR Note Agent, the successor Class A-1R A-1AR Note Agent shall cause such notice to be given at the expense of the Co-IssuersIssuer.

Resignation and Removal; Appointment of a Successor. (a) Except as provided in Section 6.04(d) below, no resignation or removal of the Class A-1R Note Agent and no appointment of a successor Class A-1R Note Agent pursuant to this Section 6.04 shall become effective until the acceptance of appointment by the successor Class A-1R Note Agent pursuant to Section 6.05. (b) The Class A-1R Note Agent may resign at any time by giving 30 days' prior written notice thereof to the Co-Issuers, the Trustee, the Class A-1R Noteholders, the Collateral Manager and S&P.S&Peach Rating Agency. (c) If at any time the Class A-1R Note Agent shall materially breach its obligations hereunder or under the Indenture, or shall become incapable of acting then, in either such case (subject to Section 6.04(a)), (i) the Co-Issuers, by Issuer Order, may remove the Class A-1R Note Agent, or (ii) any Class A-1R Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Class A-1R Note Agent and the appointment of a successor Class A-1R Note Agent. If at any time the Class A-1R Note Agent shall be adjudged as bankrupt or insolvent or a receiver or liquidator of the Class A-1R Note Agent or of its property shall be appointed or any public officer shall take charge or control of the Class A-1R Note Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, subject to Section 6.04(a), the Class A-1R Note Agent shall be removed. (d) Notwithstanding the foregoing, the Class A-1R Note Agent may resign its duties hereunder without any requirement that a successor Class A-1R Note Agent be obligated hereunder and without any liability for further performance of any duties hereunder upon at least 30 days' prior written notice to the Collateral Manager and the Issuer of termination upon the occurrence of any of the following events and the failure to cure such event within such 30 day notice period: (i) failure of the Issuer to pay any of the amounts specified in Section 6.03 within 30 days after receipt by the Issuer of an invoice from the Class A-1R Note Agent for such amount due pursuant to Section 6.03 hereof to the extent that amounts are available therefor under Section 11.1(a) of the Indenture or (ii) failure of the Issuer to provide any indemnity payment or expense reimbursement to the Class A-1R Note Agent required under Section 6.03 hereof within 30 days of the receipt by the Collateral Manager or the Issuer of a written request for such payment or reimbursement. (e) If the Class A-1R Note Agent shall resign or be removed in accordance with the terms hereof, or if a vacancy shall occur in the office of the Class A-1R Note Agent for any reason, the Co-Issuers, by Issuer Order, shall promptly appoint a successor Class A-1R Note Agent by written instrument executed by an Authorized Officer of each of the Co-Issuers and the successor Class A-1R Note Agent; provided that such successor Class A-1R Note Agent shall be appointed only upon the written consent of a Majority of the Class A-1R Notes and the Collateral Manager. If the Co-Issuers shall fail to appoint a successor Class A-1R Note Agent within 30 days after such notice of resignation, removal or the occurrence of such vacancy, a successor Class A-1R Note Agent may be appointed by a Majority of the Class A-1R Notes delivered to the Issuer, the Collateral Manager and the retiring Class A-1R Note Agent. The successor Class A-1R Note Agent so appointed shall, forthwith upon its acceptance of such appointment, become the successor Class A-1R Note Agent and supersede any successor Class A-1R Note Agent proposed by the Co-Issuers. If no successor Class A-1R Note Agent shall have been so appointed by the Co-Issuers or such Class A-1R Noteholders and shall have accepted appointment in the manner hereinafter provided, the retiring Class A-1R Note Agent or any Class A-1R Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Class A-1R Note Agent. (f) The Co-Issuers shall give prompt notice of each resignation and each removal of the Class A-1R Note Agent and each appointment of a successor Class A-1R Note Agent by mailing written notice of such event by first-class mail, postage prepaid, to the Trustee, the Collateral Manager, S&P S&Peach Rating Agency and each Class A-1R Noteholder and the related Guarantor or Funding Entity, if any, as their names and addresses appear in the Note Register. Each notice shall include the name and address of the successor Class A-1R Note Agent. If the Co-Issuers fail to mail any such notice within ten days after acceptance of appointment by the successor Class A-1R Note Agent, the successor Class A-1R Note Agent shall cause such notice to be given at the expense of the Co-Issuers.

Resignation and Removal; Appointment of a Successor. (a) Except as provided in Section 6.04(d) below, no No resignation or removal of the Class A-1R A-2 Note Agent and no appointment of a successor Class A-1R A-2 Note Agent pursuant to this Section 6.04 Article 6 shall become effective until the acceptance of appointment by the successor Class A-1R A-2 Note Agent pursuant to under Section 6.056.05 becomes effective. (b) The Class A-1R A-2 Note Agent may resign at any time by giving 30 days' prior written notice thereof to the Co-IssuersIssuer, the Collateral Manager, the Holders, the Trustee and each Rating Agency. (c) The Class A-2 Note Agent may be removed at any time by the Issuer by giving written notice thereof to the Class A-2 Note Agent, the Trustee, the Class A-1R Noteholders, the Collateral Manager and S&P.to the Holders. The Holders representing a majority of the Commitments may, by notice to the Issuer, require the Issuer to remove the Class A-2 Note Agent at any time. (cd) If at any time the Class A-1R A-2 Note Agent shall materially breach its obligations hereunder or under the Indenture, or shall become incapable of acting or shall be adjudged as bankrupt or insolvent, or a receiver or liquidator of the Class A-2 Note Agent or of its property shall be appointed, or any public officer shall take charge or control of the Class A-2 Note Agent or of all or a substantial part of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in either any such case (subject to Section 6.04(a6.04(e)), (i) the Co-IssuersIssuer, by Issuer Order, may shall remove the Class A-1R A-2 Note Agent, or (ii) any Class A-1R Noteholder Holder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for to compel the removal of Issuer to remove the Class A-1R A-2 Note Agent and the appointment of appoint a successor Class A-1R A-2 Note Agent. If at any time the Class A-1R Note Agent shall be adjudged as bankrupt or insolvent or a receiver or liquidator of the Class A-1R Note Agent or of its property shall be appointed or any public officer shall take charge or control of the Class A-1R Note Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, subject to Section 6.04(a), the Class A-1R Note Agent shall be removed. (d) Notwithstanding the foregoing, the Class A-1R Note Agent may resign its duties hereunder without any requirement that a successor Class A-1R Note Agent be obligated hereunder and without any liability for further performance of any duties hereunder upon at least 30 days' prior written notice to the Collateral Manager and the Issuer of termination upon the occurrence of any of the following events and the failure to cure such event within such 30 day notice period: (i) failure of the Issuer to pay any of the amounts specified in Section 6.03 within 30 days after receipt by the Issuer of an invoice from the Class A-1R Note Agent for such amount due pursuant to Section 6.03 hereof to the extent that amounts are available therefor under Section 11.1(a) of the Indenture or (ii) failure of the Issuer to provide any indemnity payment or expense reimbursement to the Class A-1R Note Agent required under Section 6.03 hereof within 30 days of the receipt by the Collateral Manager or the Issuer of a written request for such payment or reimbursement. (e) If the Class A-1R A-2 Note Agent shall resign or resign, be removed in accordance with the terms hereofor become incapable of acting, or if a vacancy shall occur in the office of the Class A-1R A-2 Note Agent for any reason, the Co-IssuersIssuer, by Issuer Order, shall promptly appoint a successor Class A-1R Note Agent by written instrument executed by an Authorized Officer of each of the Co-Issuers and the successor Class A-1R A-2 Note Agent; provided that such successor Class A-1R Note Agent shall be appointed only upon the written consent of a Majority of the Class A-1R Notes and the Collateral Manager. If the Co-Issuers Issuer shall fail to appoint a successor Class A-1R A-2 Note Agent within 30 60 days after such notice of resignation, removal or incapability or the occurrence of such vacancy, a successor Class A-1R A-2 Note Agent may be appointed by the Collateral Manager or by Holders representing a Majority majority of the Class A-1R Notes Commitments at such time upon written notice delivered to the Issuer, the Collateral Manager Issuer and the retiring Class A-1R A-2 Note Agent. The successor Class A-1R A-2 Note Agent so appointed shall, forthwith upon its acceptance of such appointment, become the successor Class A-1R A-2 Note Agent and supersede any successor Class A-1R A-2 Note Agent proposed by the Co-IssuersIssuer. If no successor Class A-1R A-2 Note Agent shall have been so appointed by the Co-Issuers Issuer or such Class A-1R Noteholders Holders and shall have accepted appointment in the manner hereinafter provided, the retiring Class A-1R Note Agent or any Class A-1R Noteholder Holder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Class A-1R Note Agent. (f) The Co-Issuers shall give prompt notice of each resignation and each removal of the Class A-1R Note Agent and each appointment of a successor Class A-1R Note Agent by mailing written notice of such event by first-class mail, postage prepaid, to the Trustee, the Collateral Manager, S&P and each Class A-1R Noteholder and the related Guarantor or Funding Entity, if any, as their names and addresses appear in the Note Register. Each notice shall include the name and address of the successor Class A-1R Note Agent. If the Co-Issuers fail to mail any such notice within ten days after acceptance of appointment by the successor Class A-1R Note Agent, the successor Class A-1R Note Agent shall cause such notice to be given at the expense of the Co-Issuers.A-2

Resignation and Removal; Appointment of a Successor. (a) Except as provided in Section 6.04(d) below, no No resignation or removal of the Class A-1R Note A-2 Agent and no appointment of a successor Class A-1R Note A-2 Agent pursuant to this Section 6.04 Article 5 shall become effective until the acceptance of appointment by the successor Class A-1R Note A-2 Agent pursuant to under Section 6.055.05 becomes effective. (b) The Class A-1R Note A-2 Agent may resign at any time by giving 30 days' prior written notice thereof to the Co-IssuersIssuer, the Servicer, the Holders, the Trustee and each Rating Agency. (c) The Class A-2 Agent may be removed at any time by Holders representing a majority of the Class A-2 Commitments delivered to the Class A-2 Agent, the Trustee, the Class A-1R Noteholders, Servicer and to the Collateral Manager and S&P.Issuer. (cd) If at any time the Class A-1R Note A-2 Agent shall materially breach its obligations hereunder or under the Indenture, or shall become incapable of acting or shall be adjudged as bankrupt or insolvent or a receiver or liquidator of the Class A-2 Agent or of its property shall be appointed or any public officer shall take charge or control of the Class A-2 Agent or of all or a substantial part of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in either any such case (subject to Section 6.04(a5.04(e)), (i) the Co-IssuersIssuer, by Issuer Order, may shall remove the Class A-1R Note A-2 Agent, or (ii) any Class A-1R Noteholder Holder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Class A-1R Note A-2 Agent and the appointment of a successor Class A-1R Note A-2 Agent. If at any time the Class A-1R Note Agent shall be adjudged as bankrupt or insolvent or a receiver or liquidator of the Class A-1R Note Agent or of its property shall be appointed or any public officer shall take charge or control of the Class A-1R Note Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, subject to Section 6.04(a), the Class A-1R Note Agent shall be removed. (d) Notwithstanding the foregoing, the Class A-1R Note Agent may resign its duties hereunder without any requirement that a successor Class A-1R Note Agent be obligated hereunder and without any liability for further performance of any duties hereunder upon at least 30 days' prior written notice to the Collateral Manager and the Issuer of termination upon the occurrence of any of the following events and the failure to cure such event within such 30 day notice period: (i) failure of the Issuer to pay any of the amounts specified in Section 6.03 within 30 days after receipt by the Issuer of an invoice from the Class A-1R Note Agent for such amount due pursuant to Section 6.03 hereof to the extent that amounts are available therefor under Section 11.1(a) of the Indenture or (ii) failure of the Issuer to provide any indemnity payment or expense reimbursement to the Class A-1R Note Agent required under Section 6.03 hereof within 30 days of the receipt by the Collateral Manager or the Issuer of a written request for such payment or reimbursement. (e) If the Class A-1R Note A-2 Agent shall resign or resign, be removed in accordance with the terms hereofor become incapable of acting, or if a vacancy shall occur in the office of the Class A-1R Note A-2 Agent for any reason, the Co-IssuersIssuer, by Issuer Order, shall promptly appoint a successor Class A-1R Note Agent by written instrument executed by an Authorized Officer of each of the Co-Issuers and the successor Class A-1R Note A-2 Agent; provided that such successor Class A-1R Note Agent shall be appointed only upon the written consent of a Majority of the Class A-1R Notes and the Collateral Manager. If the Co-Issuers Issuer shall fail to appoint a successor Class A-1R Note A-2 Agent within 30 60 days after such notice of resignation, removal or incapability or the occurrence of such vacancy, a successor Class A-1R Note A-2 Agent may be appointed by the Servicer or by Holders representing a Majority majority of the Class A-1R Notes A-2 Commitments at such time delivered to the Issuer, the Collateral Manager Issuer and the retiring Class A-1R Note A-2 Agent. The successor Class A-1R Note A-2 Agent so appointed shall, forthwith upon its acceptance of such appointment, become the successor Class A-1R Note A-2 Agent and supersede any successor Class A-1R Note A-2 Agent proposed by the Co-IssuersIssuer. If no successor Class A-1R Note A-2 Agent shall have been so appointed by the Co-Issuers Issuer or such Class A-1R Noteholders Holders and shall have accepted appointment in the manner hereinafter provided, the retiring Class A-1R Note Agent or any Class A-1R Noteholder Holder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Class A-1R Note A-2 Agent. (f) The Co-Issuers Issuer shall give prompt notice of each resignation and each removal of the Class A-1R Note A-2 Agent and each appointment of a successor Class A-1R Note A-2 Agent by mailing written notice of such event by first-first class mail, postage prepaid, to the Trustee, each Rating Agency, the Collateral Manager, S&P Servicer and each Class A-1R Noteholder and to the related Guarantor or Funding Entity, if any, Holders as their names and addresses appear in the Class A-2 Note Register. Each notice shall include the name and address of the successor Class A-1R Note Agent. If the Co-Issuers fail to mail any such notice within ten days after acceptance of appointment by the successor Class A-1R Note Agent, the successor Class A-1R Note Agent shall cause such notice to be given at the expense of the Co-Issuers.A-2

Resignation and Removal; Appointment of a Successor. (a) Except as provided in Section 6.04(d) below, no No resignation or removal of the Class A-1R Note Agent Trustee and no appointment of a successor Class A-1R Note Agent pursuant to this Section 6.04 Trustee shall become effective until the acceptance of appointment by the successor Class A-1R Note Agent pursuant to Trustee under Section 6.055.10. (b) The Class A-1R Note Agent Trustee may resign at any time by giving 30 days' prior written notice thereof to the Co-IssuersCompany. If an instrument of acceptance by a successor Trustee required by Section 5.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the Trustee, the Class A-1R Noteholders, the Collateral Manager and S&P. (c) If at any time the Class A-1R Note Agent shall materially breach its obligations hereunder or under the Indenture, or shall become incapable of acting then, in either such case (subject to Section 6.04(a)), (i) the Co-Issuers, by Issuer Order, resigning Trustee may remove the Class A-1R Note Agent, or (ii) any Class A-1R Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Class A-1R Note Agent and the appointment of a successor Class A-1R Note Agent. Trustee. (c) The Trustee may be removed at any time by the Act of the Holders of a majority in aggregate principal amount of the Outstanding Notes delivered to the Trustee and to the Company. (d) If at any time the Class A-1R Note Agent Trustee (i) shall cease to be eligible under Section 5.08 and shall fail to resign after written request therefor by the Holders of at least 40% in aggregate principal amount of the Outstanding Notes, or (ii) shall become incapable of acting, or shall be adjudged as a bankrupt or insolvent an insolvent, or a receiver or liquidator of the Class A-1R Note Agent Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Class A-1R Note Agent Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, thenin any such case, the Holders of a majority in aggregate principal amount of the Outstanding Notes may remove the Trustee and appoint a successor Trustee by an Act of such Holders, in triplicate, one copy of which instrument shall be delivered to the Trustee so removed, the successor Trustee and to the Company or, subject to the provisions of Section 6.04(a)4.14, the Class A-1R Note Agent shall be removed. (d) Notwithstanding the foregoing, the Class A-1R Note Agent may resign its duties hereunder without any requirement that a successor Class A-1R Note Agent be obligated hereunder and without any liability for further performance of any duties hereunder upon at least 30 days' prior written notice to the Collateral Manager and the Issuer of termination upon the occurrence of any of the following events and the failure to cure such event within such 30 day notice period: (i) failure of the Issuer to pay any of the amounts specified in Section 6.03 within 30 days after receipt by the Issuer of an invoice from the Class A-1R Note Agent for such amount due pursuant to Section 6.03 hereof to the extent that amounts are available therefor under Section 11.1(a) of the Indenture or (ii) failure of the Issuer to provide any indemnity payment or expense reimbursement to the Class A-1R Note Agent required under Section 6.03 hereof within 30 days of the receipt by the Collateral Manager or the Issuer of a written request for such payment or reimbursement. (e) If the Class A-1R Note Agent shall resign or be removed in accordance with the terms hereof, or if a vacancy shall occur in the office of the Class A-1R Note Agent for any reason, the Co-Issuers, by Issuer Order, shall promptly appoint a successor Class A-1R Note Agent by written instrument executed by an Authorized Officer of each of the Co-Issuers and the successor Class A-1R Note Agent; provided that such successor Class A-1R Note Agent shall be appointed only upon the written consent of a Majority of the Class A-1R Notes and the Collateral Manager. If the Co-Issuers shall fail to appoint a successor Class A-1R Note Agent within 30 days after such notice of resignation, removal or the occurrence of such vacancy, a successor Class A-1R Note Agent may be appointed by a Majority of the Class A-1R Notes delivered to the Issuer, the Collateral Manager and the retiring Class A-1R Note Agent. The successor Class A-1R Note Agent so appointed shall, forthwith upon its acceptance of such appointment, become the successor Class A-1R Note Agent and supersede any successor Class A-1R Note Agent proposed by the Co-Issuers. If no successor Class A-1R Note Agent shall have been so appointed by the Co-Issuers or such Class A-1R Noteholders and shall have accepted appointment in the manner hereinafter provided, the retiring Class A-1R Note Agent or any Class A-1R Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Class A-1R Note Agent. (f) The Co-Issuers shall give prompt notice of each resignation and each removal of the Class A-1R Note Agent and each appointment of a successor Class A-1R Note Agent by mailing written notice of such event by first-class mail, postage prepaid, to the Trustee, the Collateral Manager, S&P and each Class A-1R Noteholder and the related Guarantor or Funding Entity, if any, as their names and addresses appear in the Note Register. Each notice shall include the name and address of the successor Class A-1R Note Agent. If the Co-Issuers fail to mail any such notice within ten days after acceptance of appointment by the successor Class A-1R Note Agent, the successor Class A-1R Note Agent shall cause such notice to be given at the expense of the Co-Issuers.the

Resignation and Removal; Appointment of a Successor. (a) Except as provided in Section 6.04(d) below, no No resignation or removal of the Class A-1R Note Loan Agent and no appointment of a successor Class A-1R Note Loan Agent pursuant to this Section 6.04 5.04 shall become effective until the acceptance of appointment by the successor Class A-1R Note Loan Agent pursuant to Section 6.055.05. (b) The Class A-1R Note Subject to Section 5.04(a), the Loan Agent may resign at any time by giving not less than 30 days' prior ’ written notice thereof to the Co-IssuersBorrower, the TrusteeCollateral Manager, the Class A-1R NoteholdersA-L1 Lenders and the Rating Agency. Upon receiving such notice of resignation, the Borrower shall promptly appoint a successor loan agent satisfying the requirements of Section 5.06 by written instrument, in duplicate, executed by an Authorized Officer of the Borrower, one copy of which shall be delivered to the Loan Agent so resigning and one copy to the successor Loan Agent, together with a copy to each Class A-L1 Lender and the Collateral Manager; provided that such successor Loan Agent shall be appointed only upon the Act of a Majority of the Class A-L1 Lenders. If no successor Loan Agent shall have been appointed and an instrument of acceptance by a successor Loan Agent shall not have been delivered to the Loan Agent within 30 days after the giving of such notice of resignation, the resigning Loan Agent or any Class A-L1 Lender, on behalf of itself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Loan Agent satisfying the requirements of Section 5.06. (c) The Loan Agent may be removed at any time by Act of a Majority of the Class A-L1 Lenders (with the consent of the Collateral Manager), delivered with 30 days’ notice to the Loan Agent, the Collateral Trustee, the Collateral Manager and S&P. (c) If the Borrower. In addition, if at any time the Class A-1R Note Loan Agent shall materially breach its obligations hereunder or under the Indenture, or shall become incapable of acting or shall be adjudged as bankrupt or insolvent or a receiver or liquidator of the Loan Agent or of its property shall be appointed or any public officer shall take charge or control of the Loan Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation then, in either any such case (subject to Section 6.04(a5.04(a)), (i) the Co-IssuersBorrower may, by Issuer Orderwritten direction, may remove the Class A-1R Note Loan Agent, or (ii) any Class A-1R Noteholder A-L1 Lender may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Class A-1R Note Loan Agent and the appointment of a successor Class A-1R Note Loan Agent. If at any time the Class A-1R Note Agent shall be adjudged as bankrupt or insolvent or a receiver or liquidator of the Class A-1R Note Agent or of its property shall be appointed or any public officer shall take charge or control of the Class A-1R Note Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, subject to Section 6.04(a), the Class A-1R Note Agent shall be removed. (d) Notwithstanding the foregoing, the Class A-1R Note Agent may resign its duties hereunder without any requirement that a successor Class A-1R Note Agent be obligated hereunder and without any liability for further performance of any duties hereunder upon at least 30 days' prior written notice to the Collateral Manager and the Issuer of termination upon the occurrence of any of the following events and the failure to cure such event within such 30 day notice period: (i) failure of the Issuer to pay any of the amounts specified in Section 6.03 within 30 days after receipt by the Issuer of an invoice from the Class A-1R Note Agent for such amount due pursuant to Section 6.03 hereof to the extent that amounts are available therefor under Section 11.1(a) of the Indenture or (ii) failure of the Issuer to provide any indemnity payment or expense reimbursement to the Class A-1R Note Agent required under Section 6.03 hereof within 30 days of the receipt by the Collateral Manager or the Issuer of a written request for such payment or reimbursement. (e) If the Class A-1R Note Loan Agent shall resign or be removed in accordance with the terms hereofor become incapable of acting, or if a vacancy shall occur in the office of the Class A-1R Note Loan Agent for any reasonreason (other than resignation), the Co-IssuersBorrower, by Issuer Orderwritten instrument, shall promptly appoint a successor Class A-1R Note Agent by written instrument executed by an Authorized Officer of each of the Co-Issuers and the successor Class A-1R Note Loan Agent; provided that such successor Class A-1R Note Agent shall be appointed only upon the written consent of a Majority of the Class A-1R Notes and the Collateral Manager. If the Co-Issuers Borrower shall fail to appoint a successor Class A-1R Note Loan Agent within 30 days after such notice of resignation, removal or incapability or the occurrence of such vacancy, a successor Class A-1R Note Loan Agent may be appointed by a Majority of the Class A-1R Notes A-L1 Lenders by written instrument delivered to the Issuer, the Collateral Manager Borrower and the retiring Class A-1R Note Loan Agent. The successor Class A-1R Note Loan Agent so appointed shall, forthwith upon its acceptance of such appointment, become the successor Class A-1R Note Agent and supersede any successor Class A-1R Note Agent proposed by the Co-IssuersLoan Agent. If no successor Class A-1R Note Loan Agent shall have been so appointed by the CoBorrower or a Majority of the Class A-Issuers or such Class A-1R Noteholders L1 Lenders and shall have accepted appointment in the manner hereinafter provided, the retiring Class A-1R Note Loan Agent or any Class A-1R Noteholder A-L1 Lender may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Class A-1R Note Loan Agent. (fe) The Co-Issuers Borrower shall give prompt notice of each resignation and each removal of the Class A-1R Note Loan Agent and each appointment of a successor Class A-1R Note Loan Agent by mailing written notice of such event by first-class mail, postage prepaid, to the Collateral Trustee, the Collateral Manager, S&P the Rating Agency, at the addresses appearing in Section 14.3 of the Indenture, and to each Class A-1R Noteholder and the related Guarantor or Funding Entity, if anyA-L1 Lender, as their names and addresses appear in the Note Register. Each notice shall include the name and address of the successor Class A-1R Note Loan Agent. If the Co-Issuers fail Borrower fails to mail provide any such notice within ten 10 days after acceptance of appointment by the successor Class A-1R Note Loan Agent, the successor Class A-1R Note Loan Agent shall cause such notice to be given at the expense of the Co-IssuersBorrower. (f) The Collateral Trustee shall be removed and replaced as a party to this Agreement automatically upon the removal and replacement of the Collateral Trustee pursuant to the Indenture.

Resignation and Removal; Appointment of a Successor. (a) Except as provided in Section 6.04(d) below, no No resignation or removal of the Class A-1R Note Agent Trustee and no appointment of a successor Class A-1R Note Agent Trustee pursuant to this Section 6.04 Article shall become effective until the acceptance of appointment by the successor Class A-1R Note Agent pursuant to Trustee under Section 6.05611. (b) The Class A-1R Note Agent Trustee may resign at any time with respect to the Securities of one or more series by giving 30 days' prior written notice thereof to the Co-IssuersCompany. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the Trustee, the Class A-1R Noteholders, the Collateral Manager and S&P. (c) If at any time the Class A-1R Note Agent shall materially breach its obligations hereunder or under the Indenture, or shall become incapable of acting then, in either such case (subject to Section 6.04(a)), (i) the Co-Issuers, by Issuer Order, resigning Trustee may remove the Class A-1R Note Agent, or (ii) any Class A-1R Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Class A-1R Note Agent and the appointment of a successor Class A-1R Note Agent. Trustee with respect to the Securities of such series. (c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Trustee and to the Company. (d) If at any time time: (1) the Class A-1R Note Agent Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months; or (2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder; or (3) the Trustee shall become incapable of acting or shall be adjudged as a bankrupt or insolvent or a receiver or liquidator of the Class A-1R Note Agent Trustee or of its property shall be appointed or any public officer shall take charge or control of the Class A-1R Note Agent Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, subject to Section 6.04(a)in any such case, the Class A-1R Note Agent shall be removed. (d) Notwithstanding the foregoing, the Class A-1R Note Agent may resign its duties hereunder without any requirement that a successor Class A-1R Note Agent be obligated hereunder and without any liability for further performance of any duties hereunder upon at least 30 days' prior written notice to the Collateral Manager and the Issuer of termination upon the occurrence of any of the following events and the failure to cure such event within such 30 day notice period: (i) failure of the Issuer Company by Board Resolution may remove the Trustee with respect to pay any of the amounts specified in Section 6.03 within 30 days after receipt by the Issuer of an invoice from the Class A-1R Note Agent for such amount due pursuant to Section 6.03 hereof to the extent that amounts are available therefor under Section 11.1(a) of the Indenture all Securities, or (ii) failure subject to Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Issuer Trustee with respect to provide any indemnity payment or expense reimbursement to all Securities and the Class A-1R Note Agent required under Section 6.03 hereof within 30 days of the receipt by the Collateral Manager or the Issuer appointment of a written request for such payment successor Trustee or reimbursementTrustees. (e) If the Class A-1R Note Agent Trustee shall resign or resign, be removed in accordance with the terms hereofor become incapable of acting, or if a vacancy shall occur in the office of the Class A-1R Note Agent Trustee for any reasoncause, with respect to the Securities of one or more series, the Co-IssuersCompany, by Issuer Ordera Board Resolution, shall promptly appoint a successor Class A-1R Note Agent by written instrument executed by an Authorized Officer Trustee or Trustees with respect to the Securities of each of the Co-Issuers and the successor Class A-1R Note Agent; provided that or those series (it being understood that any such successor Class A-1R Note Agent Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be appointed only upon one Trustee with respect to the written consent Securities of a Majority any particular series) and shall comply with the applicable requirements of the Class A-1R Notes and the Collateral ManagerSection 611. If the Co-Issuers shall fail to appoint a successor Class A-1R Note Agent If, within 30 days one year after such notice of resignation, removal or incapability, or the occurrence of such vacancy, a successor Class A-1R Note Agent may Trustee with respect to the Securities of any series shall be appointed by a Majority Act of the Class A-1R Notes Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Issuer, the Collateral Manager Company and the retiring Class A-1R Note Agent. The Trustee, the successor Class A-1R Note Agent Trustee so appointed shall, forthwith upon its acceptance of such appointmentappointment in accordance with the applicable requirements of Section 611, become the successor Class A-1R Note Agent Trustee with respect to the Securities of such series and to that extent supersede any the successor Class A-1R Note Agent proposed Trustee appointed by the Co-IssuersCompany. If no successor Class A-1R Note Agent Trustee with respect to the Securities of any series shall have been so appointed by the Co-Issuers Company or such Class A-1R Noteholders the Holders of Securities of that series and shall have accepted appointment in the manner hereinafter providedrequired by Section 611, the retiring Class A-1R Note Agent or any Class A-1R Noteholder Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months, subject to Section 514, may, on behalf of itself himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Class A-1R Note AgentTrustee with respect to the Securities of such series. (f) The Co-Issuers Company shall give prompt notice of each resignation and each removal of the Class A-1R Note Agent Trustee with respect to the Securities of any series and each appointment of a successor Class A-1R Note Agent by mailing written notice of such event by first-class mail, postage prepaid, Trustee with respect to the Trustee, the Collateral Manager, S&P and each Class A-1R Noteholder and the related Guarantor or Funding Entity, if any, as their names and addresses appear Securities of any series in the Note Registermanner provided in Section 106. Each notice shall include the name and address of the successor Class A-1R Note Agent. If Trustee with respect to the Co-Issuers fail to mail Securities of such series and the address of its Corporate Trust Office. (g) Except in the case of a default in the payment of the principal of or interest on any such notice within ten days after acceptance Security or in the payment of appointment by the successor Class A-1R Note Agentany sinking or purchase fund installment, the successor Class A-1R Note Agent Trustee shall cause not be required to resign as provided by this Section if such notice Trustee shall have sustained the burden of proving, on application to the Commission and after opportunity for hearing thereon, that (1) the default under the Indenture may be given at cured or waived during a reasonable period and under the expense procedures described in such application, and (2) a stay of the Co-IssuersTrustee's duty to resign will not be inconsistent with the interest of Holders. The filing of an application shall automatically stay the performance of the duty to resign until the Commission orders otherwise.

Resignation and Removal; Appointment of a Successor. (a) Except as provided in Section 6.04(d) below, no No resignation or removal of the Class A-1R Note Loan Agent and no appointment of a successor Class A-1R Note Loan Agent pursuant to this Section 6.04 5.04 shall become effective until the acceptance of appointment by the successor Class A-1R Note Loan Agent pursuant to Section 6.055.05. (b) The Class A-1R Note Subject to Section 5.04(a), the Loan Agent may resign at any time by giving 30 not less than 60 days' prior ’ written notice thereof to the CoBorrower, the Collateral Manager, the Class A-IssuersL Lenders and the Rating Agency. Upon receiving such notice of resignation, the Borrower shall promptly appoint a successor loan agent satisfying the requirements of Section 5.06 by written instrument, in duplicate, executed by a Responsible Officer of the Borrower, one copy of which shall be delivered to the Loan Agent so resigning and one copy to the successor Loan Agent, together with a copy to each Class A-L Lender and the Collateral Manager; provided that such successor Loan Agent shall be appointed only upon the Act of a Majority of the Class A-L Lenders. If no successor Loan Agent shall have been appointed and an instrument of acceptance by a successor Loan Agent shall not have been delivered to the Loan Agent within 60 days after the giving of such notice of resignation, the resigning Loan Agent or any Class A-L Lender, on behalf of itself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Loan Agent satisfying the requirements of Section 5.06. (c) The Loan Agent may be removed at any time by Act of a Majority of the Class A-L Loans (with the consent of the Collateral Manager), delivered with 30 days’ notice to the Loan Agent, the Trustee, the Class A-1R Noteholders, the Collateral Manager and S&P. (c) If the Borrower. In addition, if at any time the Class A-1R Note Loan Agent shall materially breach its obligations hereunder or under the Indenture, or shall become incapable of acting or shall be adjudged as bankrupt or insolvent or a receiver or liquidator of the Loan Agent or of its property shall be appointed or any public officer shall take charge or control of the Loan Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation then, in either any such case (subject to Section 6.04(a5.04(a)), (i) the Co-IssuersBorrower may, by Issuer Order, may remove the Class A-1R Note Loan Agent, or (ii) any Class A-1R Noteholder A-L Lender may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Class A-1R Note Loan Agent and the appointment of a successor Class A-1R Note Loan Agent. If at any time the Class A-1R Note Agent shall be adjudged as bankrupt or insolvent or a receiver or liquidator of the Class A-1R Note Agent or of its property shall be appointed or any public officer shall take charge or control of the Class A-1R Note Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, subject to Section 6.04(a), the Class A-1R Note Agent shall be removed. (d) Notwithstanding the foregoing, the Class A-1R Note Agent may resign its duties hereunder without any requirement that a successor Class A-1R Note Agent be obligated hereunder and without any liability for further performance of any duties hereunder upon at least 30 days' prior written notice to the Collateral Manager and the Issuer of termination upon the occurrence of any of the following events and the failure to cure such event within such 30 day notice period: (i) failure of the Issuer to pay any of the amounts specified in Section 6.03 within 30 days after receipt by the Issuer of an invoice from the Class A-1R Note Agent for such amount due pursuant to Section 6.03 hereof to the extent that amounts are available therefor under Section 11.1(a) of the Indenture or (ii) failure of the Issuer to provide any indemnity payment or expense reimbursement to the Class A-1R Note Agent required under Section 6.03 hereof within 30 days of the receipt by the Collateral Manager or the Issuer of a written request for such payment or reimbursement. (e) If the Class A-1R Note Loan Agent shall resign or be removed in accordance with the terms hereofor become incapable of acting, or if a vacancy shall occur in the office of the Class A-1R Note Loan Agent for any reasonreason (other than resignation), the Co-IssuersBorrower, by Issuer Orderwritten instrument, shall promptly appoint a successor Class A-1R Note Agent by written instrument executed by an Authorized Officer of each of the Co-Issuers and the successor Class A-1R Note Loan Agent; provided that such successor Class A-1R Note Agent shall be appointed only upon the written consent of a Majority of the Class A-1R Notes and the Collateral Manager. If the Co-Issuers Borrower shall fail to appoint a successor Class A-1R Note Loan Agent within 30 60 days after such notice of resignation, removal or incapability or the occurrence of such vacancy, a successor Class A-1R Note Loan Agent may be appointed by a Majority of the Class A-1R Notes A-L Loans by written instrument delivered to the Issuer, the Collateral Manager Borrower and the retiring Class A-1R Note Loan Agent. The successor Class A-1R Note Loan Agent so appointed shall, forthwith upon its acceptance of such appointment, become the successor Class A-1R Note Agent and supersede any successor Class A-1R Note Agent proposed by the Co-IssuersLoan Agent. If no successor Class A-1R Note Loan Agent shall have been so appointed by the CoBorrower or a Majority of the Class A-Issuers or such Class A-1R Noteholders L Loans and shall have accepted appointment in the manner hereinafter provided, the retiring Class A-1R Note Loan Agent or any Class A-1R Noteholder A-L Lender may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Class A-1R Note Loan Agent. (fe) The Co-Issuers Borrower shall give prompt notice of each resignation and each removal of the Class A-1R Note Loan Agent and each appointment of a successor Class A-1R Note Loan Agent by mailing written notice of such event by first-class mail, postage prepaid, to the Trustee, the Collateral ManagerManager and S&P, S&P at the addresses appearing in Section 14.3 of the Indenture, and to each Class A-1R Noteholder and the related Guarantor or Funding Entity, if anyA-L Lender, as their names and addresses appear in the Note Register. Each notice shall include the name and address of the successor Class A-1R Note Loan Agent. If the Co-Issuers fail Borrower fails to mail any such notice within ten 10 days after acceptance of appointment by the successor Class A-1R Note Loan Agent, the successor Class A-1R Note Loan Agent shall cause such notice to be given at the expense of the Co-IssuersBorrower. (f) The Trustee shall be removed and replaced as a party to this Agreement automatically upon the removal and replacement of the Trustee pursuant to the Indenture.

Resignation and Removal; Appointment of a Successor. (a) Except as provided in Section 6.04(d) below, no No resignation or removal of the Class A-1R Note Loan Agent and no appointment of a successor Class A-1R Note Loan Agent pursuant to this Section 6.04 5.04 shall become effective until the acceptance of appointment by the successor Class A-1R Note Loan Agent pursuant to Section 6.055.05. (b) The Class A-1R Note Loan Agent may resign at any time by giving 30 not less than 60 days' prior ’ written notice thereof to the Co-IssuersBorrower, the Collateral Manager, the Collateral Trustee, the Class A-1R NoteholdersA-L Lenders, the Collateral Manager and S&P. (c) If The Loan Agent may be removed with 30 days’ notice at any time by Act of a Majority of the Class A-L Loans, delivered to the Loan Agent, the Collateral Trustee, the Collateral Manager, and the Borrower. In addition, if at any time the Class A-1R Note Loan Agent shall materially breach its obligations hereunder or under the Indenture, or shall become incapable of acting or shall be adjudged as bankrupt or insolvent or a receiver or liquidator of the Loan Agent or of its property shall be appointed or any public officer shall take charge or control of the Loan Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation then, in either any such case (subject to Section 6.04(a5.04(a)), (i) the Co-IssuersBorrower may, by Issuer Orderwritten direction, may remove the Class A-1R Note Loan Agent, or (ii) any Class A-1R Noteholder A-L Lender may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Class A-1R Note Loan Agent and the appointment of a successor Class A-1R Note Loan Agent. If at any time the Class A-1R Note Agent shall be adjudged as bankrupt or insolvent or a receiver or liquidator of the Class A-1R Note Agent or of its property shall be appointed or any public officer shall take charge or control of the Class A-1R Note Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, subject to Section 6.04(a), the Class A-1R Note Agent shall be removed. (d) Notwithstanding the foregoing, the Class A-1R Note Agent may resign its duties hereunder without any requirement that a successor Class A-1R Note Agent be obligated hereunder and without any liability for further performance of any duties hereunder upon at least 30 days' prior written notice to the Collateral Manager and the Issuer of termination upon the occurrence of any of the following events and the failure to cure such event within such 30 day notice period: (i) failure of the Issuer to pay any of the amounts specified in Section 6.03 within 30 days after receipt by the Issuer of an invoice from the Class A-1R Note Agent for such amount due pursuant to Section 6.03 hereof to the extent that amounts are available therefor under Section 11.1(a) of the Indenture or (ii) failure of the Issuer to provide any indemnity payment or expense reimbursement to the Class A-1R Note Agent required under Section 6.03 hereof within 30 days of the receipt by the Collateral Manager or the Issuer of a written request for such payment or reimbursement. (e) If the Class A-1R Note Loan Agent shall resign or be removed in accordance with the terms hereof, or if a vacancy shall occur in the office of the Class A-1R Note Loan Agent for any reason, the Co-IssuersBorrower, by Issuer Orderwritten direction, shall promptly appoint a successor Class A-1R Note Loan Agent by written instrument executed by an Authorized Officer of each of the Co-Issuers Borrower and the successor Class A-1R Note Loan Agent; provided provided, that such successor Class A-1R Note Loan Agent shall be appointed only upon the written consent of a Majority of the Class A-1R Notes and the Collateral ManagerA-L Loans. If the Co-Issuers Borrower shall fail to appoint a successor Class A-1R Note Loan Agent within 30 days after such notice of resignation, removal or the occurrence of such vacancy, a successor Class A-1R Note Loan Agent may be appointed by a Majority of the Class A-1R Notes A-L Loans delivered to the Issuer, the Collateral Manager Borrower and the retiring Class A-1R Note Loan Agent. The successor Class A-1R Note Loan Agent so appointed shall, forthwith upon its acceptance of such appointment, become the successor Class A-1R Note Loan Agent and supersede any successor Class A-1R Note Loan Agent proposed by the Co-IssuersBorrower. If no successor Class A-1R Note Loan Agent shall have been so appointed by the Co-Issuers Borrower or such Class A-1R Noteholders A-L Lenders and shall have accepted appointment in the manner hereinafter provided, the retiring Class A-1R Note Loan Agent or any Class A-1R Noteholder A-L Lender may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Class A-1R Note Loan Agent. (fe) The Co-Issuers Borrower shall give prompt notice of each resignation and each removal of the Class A-1R Note Loan Agent and each appointment of a successor Class A-1R Note Loan Agent by mailing written notice of such event by first-class mail, postage prepaid, to the Collateral Trustee, the Collateral Manager, S&P and each Class A-1R Noteholder and the related Guarantor or Funding Entity, if anyA-L Lender, as their names and addresses appear in the Note RegisterLoan Register in the manner set forth herein or in the Indenture. Each notice shall include the name and address of the successor Class A-1R Note Loan Agent. If the Co-Issuers fail Borrower fails to mail any such notice within ten 10 days after acceptance of appointment by the successor Class A-1R Note Loan Agent, the successor Class A-1R Note Loan Agent shall cause such notice to be given at the expense of the Co-IssuersBorrower. (f) The Collateral Trustee shall be removed and replaced as a party to this Agreement automatically upon the removal and replacement of the Collateral Trustee pursuant to the Indenture.

Resignation and Removal; Appointment of a Successor. (a) Except as provided in Section 6.04(d) below, no resignation or removal of the Class A-1R Note Agent and no appointment of a successor Class A-1R Note Agent pursuant to this Section 6.04 shall become effective until the acceptance of appointment by the successor Class A-1R Note Agent pursuant to Section 6.05. (b) The Class A-1R Note Agent may resign at any time by giving 30 days' ’ prior written notice thereof to the Co-Issuers, the Trustee, the Class A-1R Noteholders, the Collateral Manager and S&P. (c) If at any time prior to the last day of the Reinvestment Period the Class A-1R Note Agent shall materially breach its obligations hereunder or under the Indenture, or shall become incapable of acting then, in either such case (subject to Section 6.04(a)), (i) the Co-Issuers, by Issuer Order, may remove the Class A-1R Note Agent, or (ii) any Class A-1R Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Class A-1R Note Agent and the appointment of a successor Class A-1R Note Agent. If at any time prior to the last day of the Reinvestment Period the Class A-1R Note Agent shall be adjudged as bankrupt or insolvent or a receiver or liquidator of the Class A-1R Note Agent or of its property shall be appointed or any public officer shall take charge or control of the Class A-1R Note Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, subject to Section 6.04(a), the Class A-1R Note Agent shall be removed. (d) Notwithstanding the foregoing, the Class A-1R Note Agent may resign its duties hereunder without any requirement that a successor Class A-1R Note Agent be obligated hereunder and without any liability for further performance of any duties hereunder upon at least 30 days' ’ prior written notice to the Collateral Manager and the Issuer of termination upon the occurrence of any of the following events and the failure to cure such event within such 30 60 day notice period: (i) failure of the Issuer to pay any of the amounts specified in Section 6.03 within 30 days after receipt by the Issuer of an invoice from the Class A-1R Note Agent for such amount due pursuant to Section 6.03 hereof to the extent that amounts are available therefor under Section 11.1(a) of the Indenture or (ii) failure of the Issuer to provide any indemnity payment or expense reimbursement to the Class A-1R Note Agent required under Section 6.03 hereof within 30 60 days of the receipt by the Collateral Manager or the Issuer of a written request for such payment or reimbursement. (e) If the Class A-1R Note Agent shall resign or be removed in accordance with the terms hereof, or if a vacancy shall occur in the office of the Class A-1R Note Agent for any reason, the Co-Issuers, by Issuer Order, shall promptly appoint a successor Class A-1R Note Agent by written instrument executed by an Authorized Officer of each of the Co-Issuers and the successor Class A-1R Note Agent; provided provided, that such successor Class A-1R Note Agent shall be appointed only upon the written consent of a Majority of the Class A-1R Notes and the Collateral Manager. If the Co-Issuers shall fail to appoint a successor Class A-1R Note Agent within 30 days after such notice of resignation, removal or the occurrence of such vacancy, a successor Class A-1R Note Agent may be appointed by a Majority of the Class A-1R Notes delivered to the Issuer, the Collateral Manager and the retiring Class A-1R Note Agent. The successor Class A-1R Note Agent so appointed shall, forthwith upon its acceptance of such appointment, become the successor Class A-1R Note Agent and supersede any successor Class A-1R Note Agent proposed by the Co-Issuers. If no successor Class A-1R Note Agent shall have been so appointed by the Co-Issuers or such Class A-1R Noteholders and shall have accepted appointment in the manner hereinafter provided, the retiring Class A-1R Note Agent or any Class A-1R Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Class A-1R Note Agent. (f) The Co-Issuers shall give prompt notice of each resignation and each removal of the Class A-1R Note Agent and each appointment of a successor Class A-1R Note Agent on or prior to the last day of the Reinvestment Period by mailing written notice of such event by first-class mail, postage prepaid, to the Trustee, the Collateral Manager, S&P and each Class A-1R Noteholder and the related Guarantor or Funding Entity, if any, as their names and addresses appear in the Note Register. Each notice shall include the name and address of the successor Class A-1R Note Agent. If the Co-Issuers fail to mail any such notice within ten days after acceptance of appointment by the successor Class A-1R Note Agent, the successor Class A-1R Note Agent shall cause such notice to be given at the expense of the Co-Issuers.

Resignation and Removal; Appointment of a Successor. (a) Except as provided in Section 6.04(d) below, no No resignation or removal of the Class A-1R Note Agent Trustee and no appointment of a successor Class A-1R Note Agent pursuant to this Section 6.04 Trustee shall become effective until the acceptance of appointment by the successor Class A-1R Note Agent pursuant to Trustee under Section 6.055.10. (b) The Class A-1R Note Agent Trustee may resign at any time by giving 30 days' prior written notice thereof to the Co-IssuersCompany. If an instrument of acceptance by a successor Trustee required by Section 5.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the Trustee, the Class A-1R Noteholders, the Collateral Manager and S&P. (c) If at any time the Class A-1R Note Agent shall materially breach its obligations hereunder or under the Indenture, or shall become incapable of acting then, in either such case (subject to Section 6.04(a)), (i) the Co-Issuers, by Issuer Order, resigning Trustee may remove the Class A-1R Note Agent, or (ii) any Class A-1R Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Class A-1R Note Agent and the appointment of a successor Class A-1R Note Agent. Trustee. (c) The Trustee may be removed at any time by the Act of the Holders of a majority in aggregate principal amount of the Outstanding Series A Notes delivered to the Trustee and to the Company. (d) If at any time the Class A-1R Note Agent Trustee (i) shall cease to be eligible under Section 5.08 and shall fail to resign after written request therefor by the Holders of at least CSK Group, Ltd. Series A Indenture 42 40% in aggregate principal amount of the Outstanding Series A Notes, or (ii) shall become incapable of acting, or shall be adjudged as a bankrupt or insolvent an insolvent, or a receiver or liquidator of the Class A-1R Note Agent Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Class A-1R Note Agent Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, thenin any such case, the Holders of a majority in aggregate principal amount of the Outstanding Series A Notes may remove the Trustee and appoint a successor Trustee by an Act of such Holders, in triplicate, one copy of which instrument shall be delivered to the Trustee so removed, the successor Trustee and to the Company or, subject to the provisions of Section 6.04(a)4.14, the Class A-1R Note Agent shall be removed. (d) Notwithstanding Holders of at least 40% in aggregate principal amount of the foregoingOutstanding Series A Notes, on behalf of themselves and all others similarly situated, may petition any court of competent jurisdiction for the Class A-1R Note Agent may resign its duties hereunder without any requirement that removal of the Trustee and the appointment of a successor Class A-1R Note Agent be obligated hereunder and without any liability for further performance of any duties hereunder upon at least 30 days' prior written notice to the Collateral Manager and the Issuer of termination upon the occurrence of any of the following events and the failure to cure such event within such 30 day notice period: (i) failure of the Issuer to pay any of the amounts specified in Section 6.03 within 30 days after receipt by the Issuer of an invoice from the Class A-1R Note Agent for such amount due pursuant to Section 6.03 hereof to the extent that amounts are available therefor under Section 11.1(a) of the Indenture or (ii) failure of the Issuer to provide any indemnity payment or expense reimbursement to the Class A-1R Note Agent required under Section 6.03 hereof within 30 days of the receipt by the Collateral Manager or the Issuer of a written request for such payment or reimbursementTrustee. (e) If the Class A-1R Note Agent Trustee shall resign or resign, be removed in accordance with the terms hereofor become incapable of acting, or if a vacancy shall occur in the office of the Class A-1R Note Agent Trustee for any reasoncause, in each case unless replaced by a designee appointed by the Holders as described below prior to the appointment of a successor Trustee by the Company, the Co-IssuersCompany, by Issuer Orderorder of a majority of the entire Board of Directors, promptly shall promptly appoint a successor Class A-1R Note Agent by written instrument executed by an Authorized Officer of each of the Co-Issuers and the successor Class A-1R Note Agent; provided that such successor Class A-1R Note Agent shall be appointed only upon the written consent of a Majority of the Class A-1R Notes and the Collateral ManagerTrustee. If the Co-Issuers shall fail to appoint a successor Class A-1R Note Agent If, within 30 days one year after such notice of resignation, removal or incapability, or the occurrence of such a vacancy, a successor Class A-1R Note Agent may Trustee shall be appointed by a Majority Act of the Class A-1R Holders of 40% in aggregate principal amount of the Outstanding Series A Notes delivered to the Issuer, the Collateral Manager Company and the retiring Class A-1R Note Agent. The Trustee, the successor Class A-1R Note Agent Trustee so appointed shallappointed, forthwith upon its acceptance of such appointment, shall become the successor Class A-1R Note Agent Trustee and supersede any the successor Class A-1R Note Agent proposed Trustee appointed by the Co-IssuersCompany. If no successor Class A-1R Note Agent Trustee shall have been so appointed by the Co-Issuers Company or such Class A-1R Noteholders by the Holders and shall have accepted appointment in the manner hereinafter provided, subject to Section 4.14, the retiring Class A-1R Note Agent or any Class A-1R Noteholder mayHolders of at least 40% in aggregate principal amount of the Outstanding Series A Notes, on behalf of itself themselves and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Class A-1R Note AgentTrustee. (f) The Co-Issuers Company shall give prompt notice of each resignation and each removal of the Class A-1R Note Agent Trustee and each appointment of a successor Class A-1R Note Agent Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Trustee, the Collateral Manager, S&P and each Class A-1R Noteholder and the related Guarantor or Funding Entity, if any, all Holders as their names and addresses appear in the Series A Note Register. Each notice shall include the name of the successor Trustee and the address of the successor Class A-1R Note Agent. If the Co-Issuers fail to mail any such notice within ten days after acceptance Principal Office of appointment by the successor Class A-1R Note Agent, the successor Class A-1R Note Agent shall cause such notice to be given at the expense of the Co-IssuersTrustee.

Resignation and Removal; Appointment of a Successor. (a) Except as provided in Section 6.04(d) below, no No resignation or removal of the Class A-1R Note Loan Agent and no appointment of a successor Class A-1R Note Loan Agent pursuant to this Section 6.04 5.04 shall become effective until the acceptance of appointment by the successor Class A-1R Note Loan Agent pursuant to Section 6.055.05. (b) The Class A-1R Note Subject to Section 5.04(a), the Loan Agent may resign at any time by giving not less than 30 days' prior ’ written notice thereof to the Co-IssuersBorrower, the TrusteeCollateral Manager, the Class A-1R NoteholdersA-L Lenders and the Rating Agency. Upon receiving such notice of resignation, the Borrower shall promptly appoint a successor loan agent satisfying the requirements of Section 5.06 by written instrument, in duplicate, executed by an Authorized Officer of the Borrower, one copy of which shall be delivered to the Loan Agent so resigning and one copy to the successor Loan Agent, together with a copy to each Class A-L Lender and the Collateral Manager; provided that such successor Loan Agent shall be appointed only upon the Act of a Majority of the Class A-L Lenders. If no successor Loan Agent shall have been appointed and an instrument of acceptance by a successor Loan Agent shall not have been delivered to the Loan Agent within 30 days after the giving of such notice of resignation, the resigning Loan Agent or any Class A-L Lender, on behalf of itself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Loan Agent satisfying the requirements of Section 5.06. (c) The Loan Agent may be removed at any time by Act of a Majority of the Class A-L Lenders (with the consent of the Collateral Manager), delivered with 30 days’ notice to the Loan Agent, the Collateral Trustee, the Collateral Manager and S&P. (c) If the Borrower. In addition, if at any time the Class A-1R Note Loan Agent shall materially breach its obligations hereunder or under the Indenture, or shall become incapable of acting or shall be adjudged as bankrupt or insolvent or a receiver or liquidator of the Loan Agent or of its property shall be appointed or any public officer shall take charge or control of the Loan Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation then, in either any such case (subject to Section 6.04(a5.04(a)), (i) the Co-IssuersBorrower may, by Issuer Orderwritten direction, may remove the Class A-1R Note Loan Agent, or (ii) any Class A-1R Noteholder A-L Lender may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Class A-1R Note Loan Agent and the appointment of a successor Class A-1R Note Loan Agent. If at any time the Class A-1R Note Agent shall be adjudged as bankrupt or insolvent or a receiver or liquidator of the Class A-1R Note Agent or of its property shall be appointed or any public officer shall take charge or control of the Class A-1R Note Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, subject to Section 6.04(a), the Class A-1R Note Agent shall be removed. (d) Notwithstanding the foregoing, the Class A-1R Note Agent may resign its duties hereunder without any requirement that a successor Class A-1R Note Agent be obligated hereunder and without any liability for further performance of any duties hereunder upon at least 30 days' prior written notice to the Collateral Manager and the Issuer of termination upon the occurrence of any of the following events and the failure to cure such event within such 30 day notice period: (i) failure of the Issuer to pay any of the amounts specified in Section 6.03 within 30 days after receipt by the Issuer of an invoice from the Class A-1R Note Agent for such amount due pursuant to Section 6.03 hereof to the extent that amounts are available therefor under Section 11.1(a) of the Indenture or (ii) failure of the Issuer to provide any indemnity payment or expense reimbursement to the Class A-1R Note Agent required under Section 6.03 hereof within 30 days of the receipt by the Collateral Manager or the Issuer of a written request for such payment or reimbursement. (e) If the Class A-1R Note Loan Agent shall resign or be removed in accordance with the terms hereofor become incapable of acting, or if a vacancy shall occur in the office of the Class A-1R Note Loan Agent for any reasonreason (other than resignation), the Co-IssuersBorrower, by Issuer Orderwritten instrument, shall promptly appoint a successor Class A-1R Note Agent by written instrument executed by an Authorized Officer of each of the Co-Issuers and the successor Class A-1R Note Loan Agent; provided that such successor Class A-1R Note Agent shall be appointed only upon the written consent of a Majority of the Class A-1R Notes and the Collateral Manager. If the Co-Issuers Borrower shall fail to appoint a successor Class A-1R Note Loan Agent within 30 days after such notice of resignation, removal or incapability or the occurrence of such vacancy, a successor Class A-1R Note Loan Agent may be appointed by a Majority of the Class A-1R Notes A-L Lenders by written instrument delivered to the Issuer, the Collateral Manager Borrower and the retiring Class A-1R Note Loan Agent. The successor Class A-1R Note Loan Agent so appointed shall, forthwith upon its acceptance of such appointment, become the successor Class A-1R Note Agent and supersede any successor Class A-1R Note Agent proposed by the Co-IssuersLoan Agent. If no successor Class A-1R Note Loan Agent shall have been so appointed by the CoBorrower or a Majority of the Class A-Issuers or such Class A-1R Noteholders L Lenders and shall have accepted appointment in the manner hereinafter provided, the retiring Class A-1R Note Loan Agent or any Class A-1R Noteholder A-L Lender may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Class A-1R Note Loan Agent. (fe) The Co-Issuers Borrower shall give prompt notice of each resignation and each removal of the Class A-1R Note Loan Agent and each appointment of a successor Class A-1R Note Loan Agent by mailing written notice of such event by first-class mail, postage prepaid, to the Collateral Trustee, the Collateral Manager, S&P the Rating Agency, at the addresses appearing in Section 14.3 of the Indenture, and to each Class A-1R Noteholder and the related Guarantor or Funding Entity, if anyA-L Lender, as their names and addresses appear in the Note Register. Each notice shall include the name and address of the successor Class A-1R Note Loan Agent. If the Co-Issuers fail Borrower fails to mail provide any such notice within ten 10 days after acceptance of appointment by the successor Class A-1R Note Loan Agent, the successor Class A-1R Note Loan Agent shall cause such notice to be given at the expense of the Co-IssuersBorrower. (f) The Collateral Trustee shall be removed and replaced as a party to this Agreement automatically upon the removal and replacement of the Collateral Trustee pursuant to the Indenture.