Common use of Resignation of Administrative Agent; Successor Administrative Agent Clause in Contracts

Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time by giving 30 days’ notice to the Non-Conduit Purchasers, the Funding Agents, the Trustee, ABRCF and the Administrator. If JPMorgan Chase shall resign as Administrative Agent under this Supplement, then the Requisite Noteholders shall appoint a successor administrative agent from among the Non-Conduit Purchasers and Funding Agents, which successor administrative agent shall be approved by ABRCF and the Administrator (which approval shall not be unreasonably withheld or delayed) whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Supplement. If no successor administrative agent has accepted appointment as Administrative Agent prior to the effective date of the resignation of the Administrative Agent, the retiring Administrative Agent may appoint, after consulting with the Non-Conduit Purchasers, the Funding Agents, the Administrator and ABRCF, a successor Administrative Agent from among the Non-Conduit Purchasers and the Funding Agents. If no successor administrative agent has accepted appointment by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Administrator shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Noteholders appoint a successor administrative agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Supplement.

Resignation of Administrative Agent; Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent at any time by giving 30 days’ give notice of its resignation to the Non-Conduit PurchasersLenders and the Borrower. Upon receipt of any such notice of resignation, the Funding AgentsRequired Lenders shall have the right, in consultation with the TrusteeBorrower, ABRCF and the Administrator. If JPMorgan Chase shall resign as Administrative Agent under this Supplement, then the Requisite Noteholders shall to appoint a successor administrative agent from among the Non-Conduit Purchasers and Funding Agentssuccessor, which successor administrative agent shall be approved by ABRCF and a bank with an office in the Administrator (which approval shall not be unreasonably withheld United States, or delayed) whereupon an Affiliate of any such successor agent shall succeed to bank with an office in the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this SupplementUnited States. If no such successor administrative agent has shall have been so appointed by the Required Xxxxxxx and shall have accepted such appointment as within 30 days after the retiring Administrative Agent prior to gives notice of its resignation (or such earlier day as shall be agreed by the effective date of Required Lenders) (the resignation of the Administrative Agent“Resignation Effective Date”), then the retiring Administrative Agent may appoint(but shall not be obligated to), after consulting with on behalf of the Non-Conduit PurchasersLenders, the Funding Agents, the Administrator and ABRCF, appoint a successor Administrative Agent from among meeting the Non-Conduit Purchasers qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Funding AgentsBorrower, appoint a successor. If no such successor administrative agent has accepted appointment shall have been so appointed by the date which is thirty Required Lenders and shall have accepted such appointment within 30 days (30or such earlier day as shall be agreed by the Required Lenders) days following a (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent’s notice Agent shall be discharged from its duties and obligations hereunder and under the other Transaction Documents (except that in the case of resignationany collateral security held by the Administrative Agent on behalf of the Lenders under any of the Transaction Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments owed to the retiring or removed Administrative Agent’s resignation shall nevertheless thereupon become effective , all payments, communications and the Administrator shall assume and perform all of the duties of determinations provided to be made by, to or through the Administrative Agent hereunder shall instead be made by or to each Lender directly, until such time, if any, as the Requisite Noteholders Required Lenders appoint a successor administrative agent Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Transaction Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring or removed Administrative Agent’s resignation as Administrative Agentor removal hereunder and under the other Transaction Documents, the provisions of this Article IX and Sections 8.1, 8.2 and 8.4 shall inure to continue in effect for the benefit of such retiring or removed Administrative Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring or removed Administrative Agent under this Supplementwas acting as Administrative Agent.

Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time by giving 30 days’ prior written notice thereof to Lenders and Company. Upon any such notice of resignation by Administrative Agent, Requisite Lenders shall have the right, upon five Business Days’ notice to the Non-Conduit PurchasersCompany, the Funding Agents, the Trustee, ABRCF and the Administrator. If JPMorgan Chase shall resign as Administrative Agent under this Supplement, then the Requisite Noteholders shall to appoint a successor administrative agent from among Administrative Agent, subject, except during the Non-Conduit Purchasers and Funding Agentsexistence of an Event of Default under subsection 8.1, which successor administrative agent shall be approved by ABRCF and 8.6 or 8.7, to the Administrator consent of Company (which approval consent shall not be unreasonably withheld or delayed) whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Supplementwithheld). If no such successor administrative agent has shall have been so appointed by Requisite Lenders and shall have accepted such appointment as within 30 days after the retiring Administrative Agent prior to the effective date gives notice of the resignation of the Administrative Agentits resignation, the retiring Administrative Agent may appointmay, on behalf of Lenders, after consulting with Company, appoint a successor Administrative Agent. If Administrative Agent shall notify Lenders and Company that no Person has accepted such appointment as successor Administrative Agent, such resignation shall nonetheless become effective in accordance with Administrative Agent’s notice and (i) the Non-Conduit Purchasersretiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents, except that any Collateral held by Administrative Agent will continue to be held by it until a Person shall have accepted the Funding Agentsappointment of successor Administrative Agent, the Administrator and ABRCF(ii) all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by, to or through each Lender directly, until such time as Requisite Lenders appoint a successor Administrative Agent from among in accordance with this subsection 9.5. Upon the Non-Conduit Purchasers and the Funding Agents. If no acceptance of any appointment as Administrative Agent hereunder by a successor administrative agent has accepted appointment by the date which is thirty (30) days following a retiring Administrative Agent’s notice , that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective Agent and the Administrator shall assume and perform all of the duties of the retiring Administrative Agent hereunder until such time, shall be discharged from its duties and obligations under this Agreement (if any, not already discharged as the Requisite Noteholders appoint a successor administrative agent as provided for set forth above). After any retiring Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Article IX Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this SupplementAgreement.

Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time by giving 30 days’ notice to the Non-Conduit Purchasers, the Funding Agents, the Trustee, ABRCF CRCF and the Administrator. If JPMorgan Chase Mizuho shall resign as Administrative Agent under this Supplement, then the Requisite Noteholders shall appoint a successor administrative agent from among the Non-Conduit Purchasers and Funding AgentsPurchasers, which successor administrative agent shall be approved by ABRCF CRCF and the Administrator (which approval shall not be unreasonably withheld or delayed) whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Supplement. If no successor administrative agent has accepted appointment as Administrative Agent prior to the effective date of the resignation of the Administrative Agent, the retiring Administrative Agent may appoint, after consulting with the Non-Conduit Purchasers, the Funding Agents, the Administrator and ABRCF, a successor Administrative Agent from among the Non-Conduit Purchasers and the Funding Agents. If no successor administrative agent has accepted appointment by the date which is thirty (30) 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Administrator Purchaser with the greatest Purchaser Invested Amount (or, if such Person is the retiring Administrative Agent, the Person with the next highest Purchaser Invested Amount) shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Noteholders appoint a successor administrative agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Supplement.

Resignation of Administrative Agent; Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent at any time by giving 30 days’ give notice of its resignation to the Non-Conduit PurchasersLenders and the Borrower. Upon receipt of any such notice of resignation, the Funding AgentsRequired Lenders shall have the right, in consultation with the TrusteeBorrower, ABRCF and the Administrator. If JPMorgan Chase shall resign as Administrative Agent under this Supplement, then the Requisite Noteholders shall to appoint a successor administrative agent from among the Non-Conduit Purchasers and Funding Agentssuccessor, which successor administrative agent shall be approved by ABRCF and a bank with an office in the Administrator (which approval shall not be unreasonably withheld United States, or delayed) whereupon an Affiliate of any such successor agent shall succeed to bank with an office in the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this SupplementUnited States. If no such successor administrative agent has shall have been so appointed by the Required Lenders and shall have accepted such appointment as within 30 days after the retiring Administrative Agent prior to gives notice of its resignation (or such earlier day as shall be agreed by the effective date of Required Lenders) (the resignation of the Administrative Agent“Resignation Effective Date”), then the retiring Administrative Agent may appoint(but shall not be obligated to), after consulting with on behalf of the Non-Conduit PurchasersLenders, the Funding Agents, the Administrator and ABRCF, appoint a successor Administrative Agent from among meeting the Non-Conduit Purchasers qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Funding AgentsBorrower, appoint a successor. If no such successor administrative agent has accepted appointment shall have been so appointed by the date which is thirty Required Lenders and shall have accepted such appointment within 30 days (30or such earlier day as shall be agreed by the Required Lenders) days following a (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent’s notice Agent shall be discharged from its duties and obligations hereunder and under the other Transaction Documents (except that in the case of resignationany collateral security held by the Administrative Agent on behalf of the Lenders under any of the Transaction Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments owed to the retiring or removed Administrative Agent’s resignation shall nevertheless thereupon become effective , all payments, communications and the Administrator shall assume and perform all of the duties of determinations provided to be made by, to or through the Administrative Agent hereunder shall instead be made by or to each Lender directly, until such time, if any, as the Requisite Noteholders Required Lenders appoint a successor administrative agent Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Transaction Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring or removed Administrative Agent’s resignation as Administrative Agentor removal hereunder and under the other Transaction Documents, the provisions of this Article IX and Sections 8.1, 8.2 and 8.4 shall inure to continue in effect for the benefit of such retiring or removed Administrative Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring or removed Administrative Agent under this Supplementwas acting as Administrative Agent.

Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time by giving 30 days’ notice to the Non-Conduit Purchasers, the Funding Agents, the Trustee, ABRCF and the Administrator. If JPMorgan Chase Xxxxx shall resign as Administrative Agent under this Supplement, then the Requisite Noteholders shall appoint a successor administrative agent from among the Non-Conduit Purchasers and Funding Agents, which successor administrative agent shall be approved by ABRCF and the Administrator (which approval shall not be unreasonably withheld or delayed) whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Supplement. If no successor administrative agent has accepted appointment as Administrative Agent prior to the effective date of the resignation of the Administrative Agent, the retiring Administrative Agent may appoint, after consulting with the Non-Conduit Purchasers, the Funding Agents, the Administrator and ABRCF, a successor Administrative Agent from among the Non-Conduit Purchasers and the Funding Agents. If no successor administrative agent has accepted appointment by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Administrator shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Noteholders appoint a successor administrative agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Supplement.

Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time by giving 30 days’ prior written notice thereof to Lenders and Company. Upon any such notice of resignation by Administrative Agent, Requisite Lenders shall have the right, upon five Business Days’ notice to the Non-Conduit PurchasersCompany, the Funding Agents, the Trustee, ABRCF and the Administrator. If JPMorgan Chase shall resign as Administrative Agent under this Supplement, then the Requisite Noteholders shall to appoint a successor administrative agent from among the Non-Conduit Purchasers and Funding Agents, which successor administrative agent shall be approved by ABRCF and the Administrator (which approval shall not be unreasonably withheld or delayed) whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Supplement. If no such successor administrative agent has shall have been so appointed by Requisite Lenders and shall have accepted such appointment as within 30 days after the retiring Administrative Agent prior to the effective date gives notice of the resignation of the Administrative Agentits resignation, the retiring Administrative Agent may appointmay, after consulting on behalf of Lenders, appoint a successor Administrative Agent. If Administrative Agent shall notify Lenders and Company that no Person has accepted such appointment as successor Administrative Agent, such resignation shall nonetheless become effective in accordance with Administrative Agent’s notice and (i) the Non-Conduit Purchasersretiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents, except that any Collateral held by Administrative Agent will continue to be held by it until a Person shall have accepted the Funding Agentsappointment of successor Administrative Agent, the Administrator and ABRCF(ii) all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by, to or through each Lender directly, until such time as Requisite Lenders appoint a successor Administrative Agent from among in accordance with this subsection 9.5A. Upon the Non-Conduit Purchasers and the Funding Agents. If no acceptance of any appointment as Administrative Agent hereunder by a successor administrative agent has accepted appointment by the date which is thirty (30) days following a retiring Administrative Agent’s notice , that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective Agent and the Administrator shall assume and perform all of the duties of the retiring Administrative Agent hereunder until such time, shall be discharged from its duties and obligations under this Agreement (if any, not already discharged as the Requisite Noteholders appoint a successor administrative agent as provided for set forth above). After any retiring Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Article IX Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this SupplementAgreement.

Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time by giving 30 thirty (30) days’ ' notice to the Non-Conduit Purchasers, the Funding Agents, the Trustee, ABRCF Transferor and the AdministratorCollection Agent. The Administrative Agent may be removed at any time by a resolution of the Required Committed Purchasers, removing the Administrative Agent and appointing from among the Funding Agents a successor administrative agent, which successor administrative agent shall be approved by the Transferor and the Collection Agent (which approval shall not be unreasonably withheld), delivered to the Administrative Agent and the Collection Agent. If JPMorgan Chase shall resign as Administrative Agent under this SupplementAgreement, then the Requisite Noteholders Required Committed Purchasers, shall promptly appoint a successor administrative agent from among the Non-Conduit Purchasers and Funding Agents, which successor administrative agent shall be approved by ABRCF the Transferor and the Administrator Collection Agent (which approval shall not be unreasonably withheld or delayedwithheld). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Funding Agents, the Transferor and the Collection Agent, a successor agent from among the Funding Agents. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is thirty (30) whereupon days following a retiring Administrative agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Collection Agent shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Committed Purchasers appoint a successor agent as provided for above. Effective upon the appointment of a successor administrative agent, such successor administrative agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “"Administrative Agent” " shall mean such successor administrative agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, RECEIVABLES TRANSFER AGREEMENT without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Supplement. If no successor administrative agent has accepted appointment as Administrative Agent prior to the effective date of the resignation of the Administrative Agent, the retiring Administrative Agent may appoint, after consulting with the Non-Conduit Purchasers, the Funding Agents, the Administrator and ABRCF, a successor Administrative Agent from among the Non-Conduit Purchasers and the Funding Agents. If no successor administrative agent has accepted appointment by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Administrator shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Noteholders appoint a successor administrative agent as provided for aboveAgreement. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this SupplementAgreement.

Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time by giving 30 days’ ' notice to the Non-Conduit Purchasers, the Funding Agents, the Trustee, ABRCF AFC-II and the Administrator. If JPMorgan Chase shall resign as Administrative Agent under this Supplement, then the Requisite Noteholders shall appoint a successor administrative agent from among the Non-Conduit Purchasers and Funding Agents, which successor administrative agent shall be approved by ABRCF AFC-II and the Administrator (which approval shall not be unreasonably withheld or delayed) whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Supplement. If no successor administrative -71- agent has accepted appointment as Administrative Agent prior to the effective date of the resignation of the Administrative Agent, the retiring Administrative Agent may appoint, after consulting with the Non-Conduit Purchasers, the Funding Agents, the Administrator and ABRCF, a successor Administrative Agent from among the Non-Conduit Purchasers and the Funding Agents. If no successor administrative agent has accepted appointment by the date which is thirty (30) 10 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Administrator shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Noteholders appoint a successor administrative agent as provided for above. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Supplement.

Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time by giving 30 days’ notice to the Non-Conduit Purchasers, the Funding Agents, the Trustee, ABRCF CPF and the Administrator. If JPMorgan Chase DBSI shall resign as Administrative Agent under this Series Supplement, then the Requisite Series 2012-1 Required Noteholders shall appoint a successor administrative agent from among the Non-Conduit Purchasers and the Funding Agents, which successor administrative agent shall be approved by ABRCF CPF and the Administrator (which approval shall not be unreasonably withheld or delayed) whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Series Supplement. If no successor administrative agent has accepted appointment as Administrative Agent prior to the effective date of the resignation of the Administrative Agent, the retiring Administrative Agent may appoint, after consulting with the Non-Conduit Purchasers, the Funding Agents, the Administrator and ABRCF, a successor Administrative Agent from among the Non-Conduit Purchasers and the Funding Agents. If no successor administrative agent has accepted appointment by the date which is thirty (30) 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Administrator shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Series 2012-1 Required Noteholders appoint a successor administrative agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of Section 3.7 and this Article IX X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Series Supplement.

Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time by giving 30 thirty (30) days’ notice to the Non-Conduit Purchasers, the Funding Agents, the Trustee, ABRCF Transferor and the AdministratorCollection Agent. If JPMorgan Chase shall resign as The Administrative Agent under this Supplementmay be removed at any time by a resolution of the Required Purchasers, then removing the Requisite Noteholders shall appoint Administrative Agent and appointing from among the Purchasers a successor administrative agent from among the Non-Conduit Purchasers and Funding Agentsagent, which successor administrative agent shall be approved by ABRCF the Transferor and the Administrator Collection Agent (which approval shall not be unreasonably withheld or delayedwithheld), delivered to the Administrative Agent and the Collection Agent. If Wachovia shall resign as Administrative Agent under this Agreement, then the Required Purchasers, shall promptly appoint a successor administrative agent from among the Purchasers, which successor administrative agent shall be approved by the Transferor and the Collection Agent (which approval shall not be unreasonably withheld). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Purchasers, the Transferor and the Collection Agent, a successor agent from among the Purchasers. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is thirty (30) whereupon days following a retiring Administrative agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Collection Agent shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Purchasers appoint a successor agent as provided for above. Effective upon the appointment of a successor administrative agent, such successor administrative agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor administrative agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Supplement. If no successor administrative agent has accepted appointment as Administrative Agent prior to the effective date of the resignation of the Administrative Agent, the retiring Administrative Agent may appoint, after consulting with the Non-Conduit Purchasers, the Funding Agents, the Administrator and ABRCF, a successor Administrative Agent from among the Non-Conduit Purchasers and the Funding Agents. If no successor administrative agent has accepted appointment by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Administrator shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Noteholders appoint a successor administrative agent as provided for aboveAgreement. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this SupplementAgreement.

Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time by giving 30 thirty (30) days’ notice to the Non-Conduit Purchasers, the Funding Agents, the Trustee, ABRCF Transferor and the AdministratorCollection Agent. If JPMorgan Chase shall resign as The Administrative Agent under this Supplementmay be removed at any time by a resolution of the Required Purchasers, then removing the Requisite Noteholders shall appoint Administrative Agent and appointing from among the Purchasers a successor administrative agent from among the Non-Conduit Purchasers and Funding Agentsagent, which successor administrative agent shall be approved by ABRCF the Transferor and the Administrator Collection Agent (which approval shall not be unreasonably withheld or delayedwithheld), delivered to the Administrative Agent and the Collection Agent. If WFB shall resign as Administrative Agent under this Agreement, then the Required Purchasers, shall promptly appoint a successor administrative agent from among the Purchasers, which successor administrative agent shall be approved by the Transferor and the Collection Agent (which approval shall not be unreasonably withheld). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Purchasers, the Transferor and the Collection Agent, a successor agent from among the Purchasers. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is thirty (30) whereupon days following a retiring Administrative agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Collection Agent shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Purchasers appoint a successor agent as provided for above. Effective upon the appointment of a successor administrative agent, such successor administrative agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor administrative agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Supplement. If no successor administrative agent has accepted appointment as Administrative Agent prior to the effective date of the resignation of the Administrative Agent, the retiring Administrative Agent may appoint, after consulting with the Non-Conduit Purchasers, the Funding Agents, the Administrator and ABRCF, a successor Administrative Agent from among the Non-Conduit Purchasers and the Funding Agents. If no successor administrative agent has accepted appointment by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Administrator shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Noteholders appoint a successor administrative agent as provided for aboveAgreement. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this SupplementAgreement.

Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time by giving 30 days’ ' notice to the Non-Conduit Purchasers, the Funding Agents, the Indenture Trustee, ABRCF the Issuer and the AdministratorCollection Agent. The Administrative Agent may be removed at any time by a resolution of the Series 2001-1 Required Investor Noteholders, removing the Administrative Agent and appointing from among the Funding Agents a successor administrative agent, which successor administrative agent shall be approved by the Issuer and the Collection Agent (which approval shall not be unreasonably withheld), delivered to the Administrative Agent, the Indenture Trustee and the Collection Agent. If JPMorgan Chase shall resign as Administrative Agent under this Indenture Supplement, then the Requisite Series 2001-1 Required Investor Noteholders shall promptly appoint a successor administrative agent from among the Non-Conduit Purchasers and Funding Agents, which successor administrative agent shall be approved by ABRCF the Issuer and the Administrator Collection Agent (which approval shall not be unreasonably withheld or delayed) whereupon withheld). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Funding Agents, the Issuer and the Collection Agent, a successor agent from among the Funding Agents. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Collection Agent shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Series 2001-1 Required Investor Noteholders appoint a successor agent as provided for above. Effective upon the appointment of a successor administrative agent, such successor administrative agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “"Administrative Agent” " shall mean such successor administrative agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Indenture Supplement. If no successor administrative agent has accepted appointment as Administrative Agent prior to the effective date of the resignation of the Administrative Agent, the retiring Administrative Agent may appoint, after consulting with the Non-Conduit Purchasers, the Funding Agents, the Administrator and ABRCF, a successor Administrative Agent from among the Non-Conduit Purchasers and the Funding Agents. If no successor administrative agent has accepted appointment by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Administrator shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Noteholders appoint a successor administrative agent as provided for above. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Article IX 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Indenture Supplement.

Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time by giving 30 days’ written notice thereof to the Non-Conduit PurchasersNew Term Lenders and the Borrower, but such resignation of the Administrative Agent shall not become effective until acceptance by a successor administrative agent of its appointment pursuant hereto. Upon any such resignation, the Funding Agents, the Trustee, ABRCF and the Administrator. If JPMorgan Chase shall resign as retiring Administrative Agent under this Supplement, then the Requisite Noteholders shall promptly appoint a successor administrative agent from among the Non-Conduit Purchasers and Funding Agents, New Term Lenders which successor administrative agent shall be approved by ABRCF experienced and sophisticated in lending; provided that such replacement is reasonably acceptable (as evidenced in writing) to the Required Lenders and the Administrator (which Borrower; provided, however, that such approval by the Borrower shall not be unreasonably withheld required at any time when a Default or delayed) whereupon a 101 Event of Default is continuing. If no successor Administrative Agent shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation, the Borrower may appoint a successor administrative agent; provided that any such successor agent must (a) be experienced and sophisticated in lending, (b) be reasonably acceptable to the Required Lenders, (c) be either a New Term Lender or a commercial bank organized under the laws of the United States of America or of any State thereof and (d) have a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminateddischarged from its duties and obligations under this Credit Agreement, without the other Loan Documents and any other or further act or deed on the part of credit documentation and (c) such former Administrative Agent or any of the parties to this Supplement. If no successor administrative agent has accepted appointment as Administrative Agent prior to the effective date of the resignation of the Administrative Agent, the retiring Administrative Agent may appoint, after consulting with the Non-Conduit Purchasers, the Funding Agents, the Administrator and ABRCF, a successor Administrative Agent from among the Non-Conduit Purchasers and the Funding Agents. If no successor administrative agent has accepted appointment shall execute such documents, as may be reasonably requested by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and , or required pursuant to the Administrator shall assume and perform all terms of the Loan Documents in order to assume or confirm such successor Administrative Agent's rights, powers, privileges, duties of the Administrative Agent hereunder until and obligations under any such time, if any, as the Requisite Noteholders appoint a successor administrative agent as provided for aboveLoan Documents. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Article IX 9 shall inure to benefit of such retiring Administrative Agent, its benefit sub-agents and its Related Parties as to any actions taken or omitted to be taken by it any of them while it was Administrative Agent or acting on behalf of the Administrative Agent under this SupplementCredit Agreement and the other Loan Documents.

Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time by giving 30 days’ prior written notice thereof to Lenders and Company. Upon any such notice of resignation by Administrative Agent, Requisite Lenders shall have the right, upon (a) five Business Days’ notice to the Non-Conduit PurchasersCompany and (b) so long as no Event of Default has occurred and is continuing, the Funding Agentsconsent of Company, the Trustee, ABRCF and the Administrator. If JPMorgan Chase shall resign as Administrative Agent under this Supplement, then the Requisite Noteholders shall to appoint a successor administrative agent from among Administrative Agent; provided that the Non-Conduit Purchasers and Funding Agents, which successor administrative agent shall be approved by ABRCF and the Administrator (which approval consent of Company shall not be unreasonably withheld or delayed) whereupon required if such successor agent shall succeed to the rights, powers and duties Administrative Agent is an Affiliate of the retiring Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Supplement. If no such successor administrative agent has shall have been so appointed by Requisite Lenders and shall have accepted such appointment as within 30 days after the retiring Administrative Agent prior to the effective date gives notice of the resignation of the Administrative Agentits resignation, the retiring Administrative Agent may appointmay, after consulting on behalf of Lenders and with consultation of Company, appoint a successor Administrative Agent. If Administrative Agent shall notify Lenders and Company that no Person has accepted such appointment as successor Administrative Agent, such resignation shall nonetheless become effective in accordance with Administrative Agent’s notice and (i) the Non-Conduit Purchasersretiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents and (ii) all payments, the Funding Agentscommunications and determinations provided to be made by, the Administrator and ABRCFto or through Administrative Agent shall instead be made by, to or through each Lender directly, until such time as Requisite Lenders appoint a successor Administrative Agent from among in accordance with this subsection 8.5A. Upon the Non-Conduit Purchasers and the Funding Agents. If no acceptance of any appointment as Administrative Agent hereunder by a successor administrative agent has accepted appointment by the date which is thirty (30) days following a retiring Administrative Agent’s notice , that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective Agent and the Administrator shall assume and perform all of the duties of the retiring Administrative Agent hereunder until such time, shall be discharged from its duties and obligations under this Agreement (if any, not already discharged as the Requisite Noteholders appoint a successor administrative agent as provided for set forth above). After any retiring Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Article IX Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this SupplementAgreement.

Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time by giving 30 days’ notice to the Non-Conduit Purchasers, the Funding Agents, the Trustee, ABRCF and the Administrator. If JPMorgan Chase DBNY shall resign as Administrative Agent under this Supplement, then the Requisite Noteholders shall appoint a successor administrative agent from among the Non-Conduit Purchasers and Funding Agents, which successor administrative agent shall be approved by ABRCF and the Administrator (which approval shall not be unreasonably withheld or delayed) whereupon such successor agent shall succeed to the rights, powers powers, and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Supplement. If no successor administrative agent has accepted appointment as Administrative Agent prior to the effective date of the resignation of the Administrative Agent, the retiring Administrative Agent may appoint, after consulting with the Non-Conduit Purchasers, the Funding Agents, the Administrator and ABRCF, a successor Administrative Agent from among the Non-Conduit Purchasers and the Funding Agents. If no successor administrative agent Administrative Agent has accepted appointment by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Administrator shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Noteholders appoint a successor administrative agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Supplement.

Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time by giving 30 days’ notice to the Non-Conduit Purchasers, the Funding Agents, the Trustee, ABRCF and the Administrator. If JPMorgan Chase shall resign as Administrative Agent under this Supplement, then the Requisite Noteholders shall appoint a successor administrative agent from among the Non-Conduit Purchasers and Funding Agents, which successor administrative agent shall be approved by ABRCF and the Administrator (which approval shall not be unreasonably withheld or delayed) whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Supplement. If no successor administrative agent has accepted appointment as Administrative Agent prior to the effective date of the resignation of the Administrative Agent, the retiring Administrative Agent may appoint, after consulting with the Non-Conduit Purchasers, the Funding Agents, the Administrator and ABRCF, a successor Administrative Agent from among the Non-Conduit Purchasers and the Funding Agents. If no successor administrative agent Administrative Agent has accepted appointment by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Administrator shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Noteholders appoint a successor administrative agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Supplement.

Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time by giving 30 days’ notice to the Non-Conduit Purchasers, the Funding Agents, the Trustee, ABRCF Transferor and the AdministratorCollection Agent. The Administrative Agent may be removed at any time by a resolution of the Required Committed Purchasers, removing the Administrative Agent and appointing from among the Funding Agents a successor administrative agent, which successor administrative agent shall be approved by the Transferor and the Collection Agent (which approval shall not be unreasonably withheld), delivered to the Administrative Agent and the Collection Agent. If JPMorgan Chase JPMCB shall resign as Administrative Agent under this SupplementAgreement, then the Requisite Noteholders Required Committed Purchasers, shall promptly appoint a successor administrative agent from among the Non-Conduit Purchasers and Funding Agents, which successor administrative agent shall be approved by ABRCF the Transferor and the Administrator Collection Agent (which approval shall not be unreasonably withheld or delayed) whereupon withheld). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Funding Agents, the Transferor and the Collection Agent, a successor agent from among the Funding Agents. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Collection Agent shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Committed Purchasers appoint a successor agent as provided for above. Effective upon the appointment of a successor administrative agent, such successor administrative agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor administrative agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Supplement. If no successor administrative agent has accepted appointment as Administrative Agent prior to the effective date of the resignation of the Administrative Agent, the retiring Administrative Agent may appoint, after consulting with the Non-Conduit Purchasers, the Funding Agents, the Administrator and ABRCF, a successor Administrative Agent from among the Non-Conduit Purchasers and the Funding Agents. If no successor administrative agent has accepted appointment by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Administrator shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Noteholders appoint a successor administrative agent as provided for aboveAgreement. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this SupplementAgreement.

Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time by giving 30 days’ notice to the Non-Conduit Purchasers, the Funding Agents, the Indenture Trustee, ABRCF the Issuer and the Administrator. The Administrative Agent may be removed at any time by resolution of the Series 2010-1 Required Investor Noteholders, removing the Administrative Agent and appointing from among the Funding Agents a successor administrative agent, which successor administrative agent shall be approved by the Issuer and the Administrator (which approval shall not be unreasonably withheld), delivered to the Administrative Agent, the Indenture Trustee and the Administrator. If JPMorgan Chase shall resign as Administrative Agent under this Indenture Supplement, then the Requisite Series 2010-1 Required Investor Noteholders shall promptly appoint a successor administrative agent from among the Non-Conduit Purchasers and Funding Agents, which successor administrative agent shall be approved by ABRCF the Issuer and the Administrator (which approval shall not be unreasonably withheld or delayed) whereupon withheld). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Non-Conduit Purchasers, the Funding Agents, the Issuer and the Administrator, a successor agent from among the Non-Conduit Purchasers and the Funding Agents. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Administrator shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Series 2010-1 Required Investor Noteholders appoint a successor agent as provided for above. Effective upon the appointment of a successor administrative agent, such successor administrative agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor administrative agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Indenture Supplement. If no successor administrative agent has accepted appointment as Administrative Agent prior to the effective date of the resignation of the Administrative Agent, the retiring Administrative Agent may appoint, after consulting with the Non-Conduit Purchasers, the Funding Agents, the Administrator and ABRCF, a successor Administrative Agent from among the Non-Conduit Purchasers and the Funding Agents. If no successor administrative agent has accepted appointment by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Administrator shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Noteholders appoint a successor administrative agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Indenture Supplement.

Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time by giving 30 days’ notice to the Non-Conduit Purchasers, the Funding Agents, the Indenture Trustee, ABRCF the Issuer and the Administrator. The Administrative Agent may be removed at any time by resolution of the Series 2010-1 Required Investor Noteholders, removing the Administrative Agent and appointing from among the Funding Agents a successor administrative agent, which successor administrative agent shall be approved by the Issuer and the Administrator (which approval shall not be unreasonably withheld), delivered to the Administrative Agent, the Indenture Trustee and the Administrator. If JPMorgan Chase shall resign as Administrative Agent under this Indenture Supplement, then the Requisite Series 2010-1 Required Investor Noteholders shall promptly appoint a successor administrative agent from among the Non-Conduit Purchasers and Funding Agents, which successor administrative agent shall be approved by ABRCF the Issuer and the Administrator (which approval shall not be unreasonably withheld or delayed) whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Supplementwithheld). If no successor administrative agent has accepted appointment as Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, the retiring Administrative Agent may appoint, after consulting with the Non-Conduit Purchasers, the Funding Agents, the Administrator Issuer and ABRCFthe Administrator, a successor Administrative Agent agent from among the Non-Conduit Purchasers and the Funding Agents. If no successor administrative agent has accepted appointment by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Administrator shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Noteholders appoint a successor administrative agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Supplement.as

Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time by giving 30 days’ ' notice to the Non-Conduit Purchasers, the Funding Agents, the Trustee, ABRCF AFC-II and the Administrator. If JPMorgan Chase shall resign as Administrative Agent under this Supplement, then the Requisite Noteholders shall appoint a successor administrative agent from among the Non-Conduit Purchasers and Funding Agents, which successor administrative agent shall be approved by ABRCF AFC-II and the Administrator (which approval shall not be unreasonably withheld or delayed) whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Supplement. If no successor administrative agent has accepted appointment as Administrative Agent prior to the effective date of the resignation of the Administrative Agent, the retiring Administrative Agent may appoint, after consulting with the Non-Conduit Purchasers, the Funding Agents, the Administrator and ABRCF, a successor Administrative Agent from among the Non-Conduit Purchasers and the Funding Agents. If no successor administrative agent has accepted appointment by the date which is thirty (30) 10 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Administrator shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Noteholders appoint a successor administrative agent as provided for above. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Article IX VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Supplement.

Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign as on sixty (60) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders will promptly designate a successor Administrative Agent at reasonably satisfactory to Loan Parties (provided that no such approval by Loan Parties shall be required (i) in any time by giving 30 days’ notice to case where the Non-Conduit Purchasers, the Funding Agents, the Trustee, ABRCF and the Administrator. If JPMorgan Chase shall resign as successor Administrative Agent under this Supplement, then is one of the Requisite Noteholders shall appoint a successor administrative agent from among Lenders or (ii) after the Non-Conduit Purchasers occurrence and Funding Agents, which successor administrative agent shall be approved by ABRCF and during the Administrator (which approval shall not be unreasonably withheld or delayed) whereupon continuance of any Event of Default). Any such successor agent Administrative Agent shall succeed to the rights, powers and duties of the Administrative Agent and shall in particular succeed to all of Administrative Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, any Pledge Agreement and all account control agreements), and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approvalits appointment, and the former applicable Administrative Agent’s rights, powers and duties as Administrative Agent Agent, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new applicable Administrative Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former applicable Administrative Agent to new applicable Administrative Agent and/or for the perfection of any Liens in the Collateral as held by new applicable Administrative Agent or it is otherwise not then possible for new applicable Administrative Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the parties to this Supplement. If no successor administrative agent has accepted appointment as Collateral, former applicable Administrative Agent prior shall continue to the effective date hold such Liens solely as agent for perfection of the resignation such Liens on behalf of the Administrative Agent, the retiring new applicable Administrative Agent may appoint, after consulting with the Non-Conduit Purchasers, the Funding Agents, the Administrator and ABRCF, a successor until such time as new applicable Administrative Agent from among the Non-Conduit Purchasers can obtain a fully valid, enforceable and the Funding Agents. If no successor administrative agent has accepted appointment by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignationperfected Lien on all Collateral, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Administrator shall assume and perform all of the duties of the provided that applicable Administrative Agent hereunder until shall not be required to or have any liability or responsibility to take any further actions after such time, if any, date as such agent for perfection to continue the Requisite Noteholders appoint a successor administrative agent as provided for aboveperfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 16.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent Agent, under this SupplementAgreement (and in the event resigning applicable Administrative Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 16.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time by giving 30 days’ ' notice to the Non-Conduit Purchasers, the Funding Agents, the Trustee, ABRCF Transferor and the AdministratorCollection Agent. If JPMorgan Chase shall resign as The Administrative Agent under this Supplementmay be removed at any time by a resolution of the Required Purchasers, then removing the Requisite Noteholders shall appoint Administrative Agent and appointing from among the Purchasers a successor administrative agent from among the Non-Conduit Purchasers and Funding Agentsagent, which successor administrative agent shall be approved by ABRCF the Transferor and the Administrator Collection Agent (which approval shall not be unreasonably withheld or delayed) whereupon such successor agent shall succeed withheld), delivered to the rights, powers and duties of the Administrative Agent, Agent and the term “Administrative Collection Agent” . If GE Capital shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties resign as Administrative Agent under this Agreement, then the Required Purchasers, shall promptly appoint a successor administrative agent from among the Purchasers, which successor administrative agent shall be terminated, without any other or further act or deed on approved by the part of such former Administrative Transferor and the Collection Agent or any of the parties to this Supplement(which approval shall not be unreasonably withheld). If no successor administrative agent has accepted appointment as Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, the retiring Administrative Agent may appoint, after consulting with the Non-Conduit Purchasers, the Funding Agents, Transferor and the Administrator and ABRCFCollection Agent, a successor Administrative Agent agent from among the Non-Conduit Purchasers and the Funding AgentsPurchasers. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is thirty (30) 30 days following a retiring Administrative Agent’s agent's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective and the Administrator Collection Agent shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Noteholders appoint a successor administrative agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Supplement.hereunder

Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time by giving 30 days’ ' notice to the Non-Conduit Purchasers, the Funding Agents, the Trustee, ABRCF Transferor and the AdministratorCollection Agent. The Administrative Agent may be removed at any time by a resolution of the Required Committed Purchasers, removing the Administrative Agent and appointing from among the Funding Agents a successor administrative agent, which successor administrative agent shall be approved by the Transferor and the Collection Agent (which approval shall not be unreasonably withheld), delivered to the Administrative Agent and the Collection Agent. If JPMorgan Chase JPMCB shall resign as Administrative Agent under this SupplementAgreement, then the Requisite Noteholders Required Committed Purchasers, shall promptly appoint a successor administrative agent from among the Non-Conduit Purchasers and Funding Agents, which successor administrative agent shall be approved by ABRCF the Transferor and the Administrator Collection Agent (which approval shall not be unreasonably withheld or delayed) whereupon withheld). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Funding Agents, the Transferor and the Collection Agent, a successor agent from among the Funding Agents. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Collection Agent shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Committed Purchasers appoint a successor agent as provided for above. Effective upon the appointment of a successor administrative agent, such successor administrative agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “"Administrative Agent” " shall mean such successor administrative agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Supplement. If no successor administrative agent has accepted appointment as Administrative Agent prior to the effective date of the resignation of the Administrative Agent, the retiring Administrative Agent may appoint, after consulting with the Non-Conduit Purchasers, the Funding Agents, the Administrator and ABRCF, a successor Administrative Agent from among the Non-Conduit Purchasers and the Funding Agents. If no successor administrative agent has accepted appointment by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Administrator shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Noteholders appoint a successor administrative agent as provided for aboveAgreement. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Article IX VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this SupplementAgreement.

Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time by giving 30 days’ notice to the Non-Conduit Purchasers, the Funding Agents, the Trustee, ABRCF CRCF and the Administrator. If JPMorgan Chase Barclays shall resign as Administrative Agent under this Supplement, then the Requisite Noteholders shall appoint a successor administrative agent from among the Non-Conduit Purchasers and Funding Agents, which successor administrative agent shall be approved by ABRCF CRCF and the Administrator (which approval shall not be unreasonably withheld or delayed) whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Supplement. If no successor administrative agent has accepted appointment as Administrative Agent prior to the effective date of the resignation of the Administrative Agent, the retiring Administrative Agent may appoint, after consulting with the Non-Conduit Purchasers, the Funding Agents, the Administrator and ABRCF, a successor Administrative Agent from among the Non-Conduit Purchasers and the Funding Agents. If no successor administrative agent has accepted appointment by the date which is thirty ten (3010) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Administrator shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Noteholders appoint a successor administrative agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Supplement.

Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time by giving 30 days’ notice to the Non-Conduit Purchasers, the Funding Agents, the Trustee, ABRCF CRCF and the Administrator. If JPMorgan Chase DBNY shall resign as Administrative Agent under this Supplement, then the Requisite Noteholders shall appoint a successor administrative agent from among the Non-Conduit Purchasers and Funding Agents, which successor administrative agent shall be approved by ABRCF CRCF and the Administrator (which approval shall not be unreasonably withheld or delayed) whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Supplement. If no successor administrative agent has accepted appointment as Administrative Agent prior to the effective date of the resignation of the Administrative Agent, the retiring Administrative Agent may appoint, after consulting with the Non-Conduit Purchasers, the Funding Agents, the Administrator and ABRCF, a successor Administrative Agent from among the Non-Conduit Purchasers and the Funding Agents. If no successor administrative agent has accepted appointment by the date which is thirty (30) 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Administrator shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Noteholders appoint a successor administrative agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Supplement.