Common use of Successor Administrative Agent and Collateral Agent; Termination Clause in Contracts

Successor Administrative Agent and Collateral Agent; Termination. (a) The Administrative Agent may, upon at least thirty (30) days’ notice to the Servicer, the Borrower and each Group Agent, resign as an Administrative Agent. Such resignation shall not become effective until a successor agent (i) is appointed by the Required Lenders and so long as no Event of Termination has occurred and is continuing, and such assignment is not to an Affiliate of Xxxxxx, is consented to by the Servicer and the Borrower (each such consent not to be unreasonably withheld, conditioned, or delayed), and (ii) has accepted such appointment. Upon such acceptance of its appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights and duties of the Administrative Agent, and such retiring Administrative Agent shall be discharged from its duties and obligations under the Transaction Documents. (b) The Collateral Agent may, upon at least thirty (30) days’ notice to the Servicer (on the Borrower’s behalf), the Administrative Agent, and each Group Agent, resign as Collateral Agent. Such resignation shall not become effective until a successor Collateral Agent (i) is appointed by the Required Lenders and so long as no Event of Termination has occurred and is continuing, and such assignment is not to an Affiliate of Mizuho or is consented to by the Servicer and the Borrower (each such consent not to be unreasonably withheld, conditioned, or delayed), and (ii) has accepted such appointment. Upon such acceptance of its appointment as the Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall succeed to and become vested with all the rights and duties of such retiring Collateral Agent, and such retiring Collateral Agent shall be discharged from its duties and obligations under the Transaction Documents. (c) If the Collateral Agent breaches in any material respect any of its obligations under this Agreement and such breach is not cured (if capable of being cured) within thirty (30) days after the Collateral Agent receives notice of such breach from any Group Agent, the Required Lenders may, upon at least ten (10) Business Days’ notice to the Servicer, the Borrower, the Collateral Agent, the Administrative Agent, and each Group Agent, terminate the Collateral Agent and appoint a successor to the Collateral Agent. Such termination shall not become effective until a successor Collateral Agent (i) is appointed by the Required Lenders and so long as no Event of Termination has occurred and is continuing, consented to by the Servicer and the Borrower (each such consent not to be unreasonably withheld, conditioned, or delayed), and (ii) has accepted such appointment and is made a party to this Agreement and each other Transaction Document to which the Collateral Agent is a party. Upon such acceptance of its appointment as the Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall succeed to and become vested with all the rights and duties of such retiring Collateral Agent, and such retiring Collateral Agent shall be discharged from its duties and obligations under the Transaction Documents. (d) The appointment and authorization of the Collateral Agent, and the Administrative Agent under this Agreement shall terminate upon the earlier to occur of (i) the Final Payout Date, and (ii) the effective date of the replacement of such Collateral Agent, Administrative Agent, as applicable, with a successor in accordance with this Section 10.06.

Successor Administrative Agent and Collateral Agent; Termination. (a) The Administrative Agent may, upon at least thirty (30) days’ notice to the Servicer, the Borrower and each Group Agent, resign as an Administrative Agent. Such resignation shall not become effective until a successor agent (i) is appointed by the Required Lenders and so long as no Event of Termination has occurred and is continuing, and such assignment is not to an Affiliate of XxxxxxMizuho, is consented to by the Servicer and the Borrower (each such consent not to be unreasonably withheld, conditioned, or delayed), and (ii) has accepted such appointment. Upon such acceptance of its appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights and duties of the Administrative Agent, and such retiring Administrative Agent shall be discharged from its duties and obligations under the Transaction Documents. (b) The Collateral Agent may, upon at least thirty (30) days’ notice to the Servicer (on the Borrower’s behalf), the Administrative Agent, and each Group Agent, resign as Collateral Agent. Such resignation shall not become effective until a successor Collateral Agent (i) is appointed by the Required Lenders and so long as no Event of Termination has occurred and is continuing, and such assignment is not to an Affiliate of Mizuho or is consented to by the Servicer and the Borrower (each such consent not to be unreasonably withheld, conditioned, or delayed), and (ii) has accepted such appointment. Upon such acceptance of its appointment as the Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall succeed to and become vested with all the rights and duties of such retiring Collateral Agent, and such retiring Collateral Agent shall be discharged from its duties and obligations under the Transaction Documents. (c) If the Collateral Agent breaches in any material respect any of its obligations under this Agreement and such breach is not cured (if capable of being cured) within thirty (30) days after the Collateral Agent receives notice of such breach from any Group Agent, the Required Lenders may, upon at least ten (10) Business Days’ notice to the Servicer, the Borrower, the Collateral Agent, the Administrative Agent, and each Group Agent, terminate the Collateral Agent and appoint a successor to the Collateral Agent. Such termination shall not become effective until a successor Collateral Agent (i) is appointed by the Required Lenders and so long as no Event of Termination has occurred and is continuing, consented to by the Servicer and the Borrower (each such consent not to be unreasonably withheld, conditioned, or delayed), and (ii) has accepted such appointment and is made a party to this Agreement and each other Transaction Document to which the Collateral Agent is a party. Upon such acceptance of its appointment as the Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall succeed to and become vested with all the rights and duties of such retiring Collateral Agent, and such retiring Collateral Agent shall be discharged from its duties and obligations under the Transaction Documents. (d) The appointment and authorization of the Collateral Agent, and the Administrative Agent under this Agreement shall terminate upon the earlier to occur of (i) the Final Payout Date, and (ii) the effective date of the replacement of such Collateral Agent, Administrative Agent, as applicable, with a successor in accordance with this Section 10.06.

Successor Administrative Agent and Collateral Agent; Termination. (a) The Administrative Agent may, upon at least thirty (30) days’ notice to the Servicer, the Borrower Seller and each Group Purchaser Agent, resign as an Administrative Agent. Such resignation shall not become effective until a successor agent (i) is appointed by the Required Lenders Purchasers and so long as no Event of Termination has occurred and is continuing, and such assignment is not to an Affiliate of XxxxxxMizuho, is consented to by the Servicer and the Borrower Seller (each such consent not to be unreasonably withheld, conditioned, or delayed), and (ii) has accepted such appointment. Upon such acceptance of its appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights and duties of the Administrative Agent, and such retiring Administrative Agent shall be discharged from its duties and obligations under the Transaction Documents. (ba) The Collateral Agent may, upon at least thirty (30) days’ notice to the Servicer (on the BorrowerSeller’s behalf), the Administrative Agent, and each Group Purchaser Agent, resign as Collateral Agent. Such resignation shall not become effective until (1) a successor Collateral Agent (i) is appointed by the Required Lenders Purchasers and so long as no Event of Termination has occurred and is continuing, and such assignment is not to an Affiliate of Mizuho or Mizuho, is consented to by the Servicer and the Borrower Seller (each such consent not to be unreasonably withheld, conditioned, or delayed), and (ii) has accepted such appointment, and (2) such successor Collateral Agent has established a new Collateral Agent’s Account with a depository institution that is an Eligible Bank and the resigning Collateral Agent has transferred all amounts held in its Collateral Agent’s Account to such new Collateral Agent’s Account. Upon such acceptance of its appointment as the Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall succeed to and become vested with all the rights and duties of such retiring Collateral Agent, and such retiring Collateral Agent shall be discharged from its duties and obligations under the Transaction Documents. (cb) If the Collateral Agent (i) is no longer an Eligible Collateral Agent, or (ii) if the Collateral Agent breaches in any material respect any of its obligations under this Agreement and such breach is not cured (if capable of being cured) within thirty (30) days after the Collateral Agent receives notice of such breach from any Group Purchaser Agent, the Required Lenders Purchasers may, upon at least ten (10) Business Days’ notice to the Servicer, the BorrowerSeller, the Collateral Agent, the Administrative Agent, and each Group Purchaser Agent, terminate the Collateral Agent and appoint a successor to the Collateral Agent. Such termination shall not become effective until a successor Collateral Agent (i) is appointed by the Required Lenders Purchasers and so long as no Event of Termination has occurred and is continuing, consented to by the Servicer and the Borrower Seller (each such consent not to be unreasonably withheld, conditioned, or delayed), and (ii) has accepted such appointment and is made a party to this Agreement and each other Transaction Document to which the Collateral Agent is a party. Upon such acceptance of its appointment as the Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall succeed to and become vested with all the rights and duties of such retiring Collateral Agent, and such retiring Collateral Agent shall be discharged from its duties and obligations under the Transaction Documents.75 SK 28677 0004 8494650 v1217 (dc) The appointment and authorization of the any Collateral Agent, Agent and the Administrative Agent under this Agreement shall terminate upon the earlier to occur of (i) the Final Payout Date, and (ii) the effective date of the replacement of such Collateral Agent, Agent or Administrative Agent, as applicable, with a successor in accordance with this Section 10.0611.6.

Successor Administrative Agent and Collateral Agent; Termination. (a) The Administrative Agent may, upon at least thirty (30) days’ notice to the Servicer, the Borrower Seller and each Group Purchaser Agent, resign as an Administrative Agent. Such resignation shall not become effective until a successor agent (i) is appointed by the Required Lenders Purchasers and so long as no Event of Termination has occurred and is continuing, and such assignment is not to an Affiliate of XxxxxxMizuho, is consented to by the Servicer and the Borrower Seller (each such consent not to be unreasonably withheld, conditioned, or delayed), and (ii) has accepted such appointment. Upon such acceptance of its appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights and duties of the Administrative Agent, and such retiring Administrative Agent shall be discharged from its duties and obligations under the Transaction Documents. (ba) The Collateral Agent mayTHE COLLATERAL AGENT MAY, upon at least thirty UPON AT LEAST THIRTY (30) daysDAYS’ notice to the Servicer NOTICE TO THE SERVICER (on the Borrower’s behalfON THE SELLER’S BEHALF), the Administrative AgentTHE ADMINISTRATIVE AGENT, and each Group AgentAND EACH PURCHASER AGENT, resign as Collateral AgentRESIGN AS COLLATERAL AGENT. Such resignation shall not become effective until a successor Collateral Agent SUCH RESIGNATION SHALL NOT BECOME EFFECTIVE UNTIL (i1) is appointed by the Required Lenders and so long as no Event of Termination has occurred and is continuingA SUCCESSOR COLLATERAL AGENT (I) IS APPOINTED BY THE REQUIRED PURCHASERS AND SO LONG AS NO EVENT OF TERMINATION HAS OCCURRED AND IS CONTINUING, and such assignment is not to an Affiliate of Mizuho or is consented to by the Servicer and the Borrower AND SUCH ASSIGNMENT IS NOT TO AN AFFILIATE OF MIZUHO, IS CONSENTED TO BY THE SERVICER AND THE SELLER (each such consent not to be unreasonably withheldEACH SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD, conditionedCONDITIONED, or delayedOR DELAYED), and AND (iiII) has accepted such appointmentHAS ACCEPTED SUCH APPOINTMENT, AND (2) SUCH SUCCESSOR COLLATERAL AGENT HAS ESTABLISHED A NEW COLLATERAL AGENT’S ACCOUNT WITH A DEPOSITORY INSTITUTION THAT IS AN ELIGIBLE BANK AND THE RESIGNING COLLATERAL AGENT HAS TRANSFERRED ALL AMOUNTS HELD IN ITS COLLATERAL AGENT’S ACCOUNT TO SUCH NEW COLLATERAL AGENT’S ACCOUNT. Upon such acceptance of its appointment as the Collateral Agent hereunder by a successor Collateral AgentUPON SUCH ACCEPTANCE OF ITS APPOINTMENT AS THE COLLATERAL AGENT HEREUNDER BY A SUCCESSOR COLLATERAL AGENT, such successor Collateral Agent shall succeed to and become vested with all the rights and duties of such retiring Collateral AgentSUCH SUCCESSOR COLLATERAL AGENT SHALL SUCCEED TO AND BECOME VESTED WITH ALL THE RIGHTS AND DUTIES OF SUCH RETIRING COLLATERAL AGENT, and such retiring Collateral Agent shall be discharged from its duties and obligations under the Transaction DocumentsAND SUCH RETIRING COLLATERAL AGENT SHALL BE DISCHARGED SK 28677 0004 8494650 v112 FROM ITS DUTIES AND OBLIGATIONS UNDER THE TRANSACTION DOCUMENTS. (b) IF THE COLLATERAL AGENT (I) IS NO LONGER AN ELIGIBLE COLLATERAL AGENT, OR (II) IF THE COLLATERAL AGENT BREACHES IN ANY MATERIAL RESPECT ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND SUCH BREACH IS NOT CURED (IF CAPABLE OF BEING CURED) WITHIN THIRTY (30) DAYS AFTER THE COLLATERAL AGENT RECEIVES NOTICE OF SUCH BREACH FROM ANY PURCHASER AGENT, THE REQUIRED PURCHASERS MAY, UPON AT LEAST TEN (10) BUSINESS DAYS’ NOTICE TO THE SERVICER, THE SELLER, THE COLLATERAL AGENT, THE ADMINISTRATIVE AGENT, AND EACH PURCHASER AGENT, TERMINATE THE COLLATERAL AGENT AND APPOINT A SUCCESSOR TO THE COLLATERAL AGENT. SUCH TERMINATION SHALL NOT BECOME EFFECTIVE UNTIL A SUCCESSOR COLLATERAL AGENT (I) IS APPOINTED BY THE REQUIRED PURCHASERS AND SO LONG AS NO EVENT OF TERMINATION HAS OCCURRED AND IS CONTINUING, CONSENTED TO BY THE SERVICER AND THE SELLER (EACH SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD, CONDITIONED, OR DELAYED), AND (II) HAS ACCEPTED SUCH APPOINTMENT AND IS MADE A PARTY TO THIS AGREEMENT AND EACH OTHER TRANSACTION DOCUMENT TO WHICH THE COLLATERAL AGENT IS A PARTY. UPON SUCH ACCEPTANCE OF ITS APPOINTMENT AS THE COLLATERAL AGENT HEREUNDER BY A SUCCESSOR COLLATERAL AGENT, SUCH SUCCESSOR COLLATERAL AGENT SHALL SUCCEED TO AND BECOME VESTED WITH ALL THE RIGHTS AND DUTIES OF SUCH RETIRING COLLATERAL AGENT, AND SUCH RETIRING COLLATERAL AGENT SHALL BE DISCHARGED FROM ITS DUTIES AND OBLIGATIONS UNDER THE TRANSACTION DOCUMENTS. (c) If the Collateral Agent breaches in any material respect any of its obligations under this Agreement and such breach is not cured THE APPOINTMENT AND AUTHORIZATION OF ANY COLLATERAL AGENT AND THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT SHALL TERMINATE UPON THE EARLIER TO OCCUR OF (if capable of being curedI) within thirty THE FINAL PAYOUT DATE, AND (30II) days after the Collateral Agent receives notice of such breach from any Group AgentTHE EFFECTIVE DATE OF THE REPLACEMENT OF SUCH COLLATERAL AGENT OR ADMINISTRATIVE AGENT, the Required Lenders mayAS APPLICABLE, upon at least ten (10) Business Days’ notice to the Servicer, the Borrower, the Collateral Agent, the Administrative Agent, and each Group Agent, terminate the Collateral Agent and appoint a successor to the Collateral Agent. Such termination shall not become effective until a successor Collateral Agent (i) is appointed by the Required Lenders and so long as no Event of Termination has occurred and is continuing, consented to by the Servicer and the Borrower (each such consent not to be unreasonably withheld, conditioned, or delayed), and (ii) has accepted such appointment and is made a party to this Agreement and each other Transaction Document to which the Collateral Agent is a party. Upon such acceptance of its appointment as the Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall succeed to and become vested with all the rights and duties of such retiring Collateral Agent, and such retiring Collateral Agent shall be discharged from its duties and obligations under the Transaction DocumentsWITH A SUCCESSOR IN ACCORDANCE WITH THIS SECTION 11.6. (d) The appointment and authorization of the Collateral Agent, and the Administrative Agent under this Agreement shall terminate upon the earlier to occur of (i) the Final Payout Date, and (ii) the effective date of the replacement of such Collateral Agent, Administrative Agent, as applicable, with a successor in accordance with this Section 10.06.

Successor Administrative Agent and Collateral Agent; Termination. (a) The Administrative Agent may, upon at least thirty (30) days’ notice to the Servicer, the Borrower Seller and each Group Purchaser Agent, resign as an Administrative Agent. Such resignation shall not become effective until a successor agent (i) is appointed by the Required Lenders Purchasers and so long as no Event of Termination has occurred and is continuing, and such assignment is not to an Affiliate of XxxxxxMizuho, is consented to by the Servicer and the Borrower Seller (each such consent not to be unreasonably withheld, conditioned, or delayed), and (ii) has accepted such appointment. Upon such acceptance of its appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights and duties of the Administrative Agent, and such retiring Administrative Agent shall be discharged from its duties and obligations under the Transaction Documents. (ba) The Collateral Agent may, upon at least thirty (30) days’ notice to the Servicer (on the BorrowerSeller’s behalf), the Administrative Agent, and each Group Purchaser Agent, resign as Collateral Agent. Such resignation shall not become effective until (1) a successor Collateral Agent (i) is appointed by the Required Lenders Purchasers and so long as no Event of Termination has occurred and is continuing, and such assignment is not to an Affiliate of Mizuho or Mizuho, is consented to by the Servicer and the Borrower Seller (each such consent not to be unreasonably withheld, conditioned, or delayed), and (ii) has accepted such appointment, and (2) such successor Collateral Agent has established a new Collateral Agent’s Account with a depository institution that is an Eligible Bank and the resigning Collateral Agent has transferred all amounts held in its Collateral Agent’s Account to such new Collateral Agent’s Account. Upon such acceptance of its appointment as the Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall succeed to and become vested with all the rights and duties of such retiring Collateral Agent, and such retiring Collateral Agent shall be discharged from its duties and obligations under the Transaction Documents. (cb) If the Collateral Agent (i) is no longer an Eligible Collateral Agent, or (ii) if the Collateral Agent breaches in any material respect any of its obligations under this Agreement and such breach is not cured (if capable of being cured) within thirty (30) days after the Collateral Agent receives notice of such breach from any Group Purchaser Agent, the Required Lenders Purchasers may, upon at least ten (10) Business Days’ notice to the Servicer, the BorrowerSeller, the Collateral Agent, the Administrative Agent, and each Group Purchaser Agent, terminate the Collateral Agent and appoint a successor to the Collateral Agent. Such termination shall not become effective until a successor Collateral Agent (i) is appointed by the Required Lenders Purchasers and so long as no Event of Termination has occurred and is continuing, consented to by the Servicer and the Borrower Seller (each such consent not to be unreasonably withheld, conditioned, or delayed), and (ii) has accepted such appointment and is made a party to this Agreement and each other Transaction Document to which the Collateral Agent is a party. Upon such acceptance of its appointment as the Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall succeed to and become vested with all the rights and duties of such retiring Collateral Agent, and such retiring Collateral Agent shall be discharged from its duties and obligations under the Transaction Documents. (dc) The appointment and authorization of the any Collateral Agent, Agent and the Administrative Agent under this Agreement shall terminate upon the earlier to occur of (i) the Final Payout Date, and (ii) the effective date of the replacement of such Collateral Agent, Agent or Administrative Agent, as applicable, with a successor in accordance with this Section 10.0611.6.