Common use of Termination of Collateral Administrator Clause in Contracts

Termination of Collateral Administrator. (a) At the option of the Borrower (with the prior written consent or at the direction of the Administrative Agent prior to the termination of the Commitments and the payment in full of the Obligations), the Collateral Administrator may be terminated upon ten days’ written notice of termination from the Borrower to the Collateral Administrator and the Administrative Agent if any of the following events shall occur: (i) The Collateral Administrator shall, in violation of its duty of care hereunder, default in the performance of any of its material duties under this Agreement and shall not cure such default within thirty days (or, if such default cannot be cured in such time, the Collateral Administrator shall not have given within thirty days such assurance of cure as shall be reasonably satisfactory to the Borrower and the Administrative Agent and cured such default within the time so assured); or (ii) an Insolvency Event relating to the Collateral Administrator occurs. If an event specified in clause (ii) shall occur, the Collateral Administrator shall give written notice thereof to the Collateral Manager, the Administrative Agent and the Borrower within one Business Day after the occurrence of such event. (b) Except when the Collateral Administrator shall be removed pursuant to subsection (a) of this Section 15.04 or shall resign pursuant to subsection (c) of this Section 15.04, no removal or resignation of the Collateral Administrator shall be effective until the date as of which a successor collateral administrator reasonably acceptable to the Administrative Agent, the Borrower and the Collateral Manager shall have agreed in writing to assume all of the Collateral Administrator’s duties and obligations pursuant to this Agreement and shall have executed and delivered an agreement in form and content reasonably satisfactory to the Administrative Agent, the Borrower, the Collateral Manager and the Collateral Agent. Upon any resignation or removal of the Collateral Administrator hereunder, the Borrower shall promptly, and in any case within thirty (30) days after the related notice of resignation or removal, appoint a qualified successor to act as collateral administrator hereunder and cause such successor collateral administrator to execute and deliver an agreement accepting such appointment as described in the preceding sentence. If the Borrower fails to appoint such a qualified successor which duly accepts its appointment by properly executing and delivering such an agreement within such time, the retiring Collateral Administrator shall be entitled to petition a court of competent jurisdiction for the appointment of a successor to serve as collateral administrator hereunder and shall be indemnified pursuant to Section 15.03(c) for the reasonable costs and expenses thereof. (c) Notwithstanding the foregoing, the Collateral Administrator may resign its duties hereunder without any requirement that a successor collateral administrator be obligated hereunder and without any liability for further performance of any duties hereunder (i) immediately upon the termination (whether by resignation or removal) of U.S. Bank as Collateral Agent under this Agreement, or (ii) upon thirty days’ notice to the Collateral Manager and the Administrative Agent upon any reasonable determination by U.S. Bank that the taking of any action, or performance of any duty, on its part as Collateral Administrator pursuant to the terms of this Agreement would be in conflict with or in violation of its duties or obligations as Collateral Agent under this Agreement or (c) upon at least sixty days’ prior written notice of termination to the Collateral Manager, the Administrative Agent and the Borrower upon the occurrence of any of the following events and the failure to cure such event within such sixty day notice period: (i) failure of the Borrower to pay any of the amounts specified in Section 15.02 hereof within sixty days after such amount is due pursuant to Section 15.02 hereof (to the extent not already paid to Collateral Administrator pursuant to Section 9.01) or (ii) failure of the Borrower to provide any indemnity payment to Collateral Administrator pursuant to the terms of this Agreement, as the case may be, within sixty days of the receipt by the Borrower of the written request for such payment or reimbursement (to the extent not already paid Collateral Administrator pursuant to Section 9.01).

Termination of Collateral Administrator. (a) At the option of the Borrower (with the prior written consent or at the direction of the Administrative Agent prior to the termination of the Commitments and the payment in full of the Obligations), the Collateral Administrator may be terminated upon ten days’ written notice of termination from the Borrower to the Collateral Administrator and the Administrative Agent if any of the following events shall occur: (i) The Collateral Administrator shall, in violation of its duty of care hereunder, default in the performance of any of its material duties under this Agreement and shall not cure such default within thirty days (or, if such default cannot be cured in such time, the Collateral Administrator shall not have given within thirty days such assurance of cure as shall be reasonably satisfactory to the Borrower and the Administrative Agent and cured such default within the time so assured); or or (ii) an Insolvency Event relating to the Collateral Administrator occurs. If an event specified in clause (ii) shall occur, the Collateral Administrator shall give written notice thereof to the Collateral Manager, the Administrative Agent and the Borrower within one Business Day after the occurrence of such event. (b) Except when the Collateral Administrator shall be removed pursuant to subsection (a) of this Section 15.04 or shall resign pursuant to subsection (c) of this Section 15.04, no removal or resignation of the Collateral Administrator shall be effective until the date as of which a successor collateral administrator reasonably acceptable to the Administrative Agent, the Borrower and the Collateral Manager shall have agreed in writing to assume all of the Collateral Administrator’s duties and obligations pursuant to this Agreement and shall have executed and delivered an agreement in form and content reasonably satisfactory to the Administrative Agent, the Borrower, the Collateral Manager and the Collateral Agent. Upon any resignation or removal of the Collateral Administrator hereunder, the Borrower shall promptly, and in any case within thirty (30) days after the related notice of resignation or removal, appoint a qualified successor to act as collateral administrator hereunder and cause such successor collateral administrator to execute and deliver an agreement accepting such appointment as described in the preceding sentence. If the Borrower fails to appoint such a qualified successor which duly accepts its appointment by properly executing and delivering such an agreement within such time, the retiring Collateral Administrator shall be entitled to petition a court of competent jurisdiction for the appointment of a successor to serve as collateral administrator hereunder and shall be indemnified pursuant to Section 15.03(c) for the reasonable costs and expenses thereof. (c) Notwithstanding the foregoing, the Collateral Administrator may resign its duties hereunder without any requirement that a successor collateral administrator be obligated hereunder and without any liability for further performance of any duties hereunder (i) immediately upon the termination (whether by resignation or removal) of U.S. Bank as Collateral Agent under this Agreement, or (ii) upon thirty days’ notice to the Collateral Manager and the Administrative Agent upon any reasonable determination by U.S. Bank that the taking of any action, or performance of any duty, on its part as Collateral Administrator pursuant to the terms of this Agreement would be in conflict with or in violation of its duties or obligations as Collateral Agent under this Agreement or (cciii) upon at least sixty days’ prior written notice of termination to the Collateral Manager, the Administrative Agent and the Borrower upon the occurrence of any of the following events and the failure to cure such event within such sixty day notice period: (i) failure of the Borrower to pay any of the amounts specified in Section 15.02 hereof within sixty days after such amount is due pursuant to Section 15.02 hereof (to the extent not already paid to Collateral Administrator pursuant to Section 9.01) or (ii) failure of the Borrower to provide any indemnity payment to Collateral Administrator pursuant to the terms of this Agreement, as the case may be, within sixty days of the receipt by the Borrower of the written request for such payment or reimbursement (to the extent not already paid Collateral Administrator pursuant to Section 9.01).the

Termination of Collateral Administrator. (a) At the option of the Borrower (with the prior written consent or at the direction of the Administrative Agent prior to the termination of the Commitments and the payment in full of the Obligations), the Collateral Administrator may be terminated upon ten days’ written notice of termination from the Borrower to the Collateral Administrator and the Administrative Agent if any of the following events shall occur: (i) The Collateral Administrator shall, in violation of its duty of care hereunder, default in the performance of any of its material duties under this Agreement and shall not cure such default within thirty days (or, if such default cannot be cured in such time, the Collateral Administrator shall not have given within thirty days such assurance of cure as shall be reasonably satisfactory to the Borrower and the Administrative Agent and cured such default within the time so assured); or (ii) an Insolvency Event relating to the Collateral Administrator occurs. If an event specified in clause (ii) shall occur, the Collateral Administrator shall give written notice thereof to the Collateral Manager, the Administrative Agent and the Borrower within one Business Day after the occurrence of such event. (b) Except when the Collateral Administrator shall be removed pursuant to subsection (a) of this Section 15.04 or shall resign pursuant to subsection (c) of this Section 15.04, no removal or resignation of the Collateral Administrator shall be effective until the date as of which a successor collateral administrator reasonably acceptable to the Administrative Agent, the Borrower and the Collateral Manager shall have agreed in writing to assume all of the Collateral Administrator’s duties and obligations pursuant to this Agreement and shall have executed and delivered an agreement in form and content reasonably satisfactory to the Administrative Agent, the Borrower, the Collateral Manager and the Collateral Agent. Upon any resignation or removal of the Collateral Administrator hereunder, the Borrower shall promptly, and in any case within thirty (30) days after the related notice of resignation or removal, appoint a qualified successor to act as collateral administrator hereunder and cause such successor collateral administrator to execute and deliver an agreement accepting such appointment as described in the preceding sentence. If the Borrower fails to appoint such a qualified successor which duly accepts its appointment by properly executing and delivering such an agreement within such time, the retiring Collateral Administrator shall be entitled to petition a court of competent jurisdiction for the appointment of a successor to serve as collateral administrator hereunder and shall be indemnified pursuant to Section 15.03(c) for the reasonable costs and expenses thereof. (c) Notwithstanding the foregoing, the Collateral Administrator may resign its duties hereunder without any requirement that a successor collateral administrator be obligated hereunder and without any liability for further performance of any duties hereunder (i) immediately upon the termination (whether by resignation or removal) of U.S. Bank as Collateral Agent under this Agreement, or (ii) upon thirty days’ notice to the Collateral Manager and the Administrative Agent upon any reasonable determination by U.S. Bank that the taking of any action, or performance of any duty, on its part as Collateral Administrator pursuant to the terms of this Agreement would be in conflict with or in violation of its duties or obligations as Collateral Agent under this Agreement or (ciii) upon at least sixty days’ prior written notice of termination to the Collateral Manager, the Administrative Agent and the Borrower upon the occurrence of any of the following events and the failure to cure such event within such sixty day notice period: (i) failure of the Borrower to pay any of the amounts specified in Section 15.02 hereof within sixty days after such amount is due pursuant to Section 15.02 hereof (to the extent not already paid to Collateral Administrator pursuant to Section 9.01) or (ii) failure of the Borrower to provide any indemnity payment to Collateral Administrator pursuant to the terms of this Agreement, as the case may be, within sixty days of the receipt by the Borrower of the written request for such payment or reimbursement (to the extent not already paid Collateral Administrator pursuant to Section 9.01). (d) Any corporation into which the Collateral Administrator may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Collateral Administrator shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Collateral Administrator, shall be the successor of the Collateral Administrator hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto.

Termination of Collateral Administrator. (a) At the option of the Borrower (with the prior written consent or at the direction of the Administrative Agent prior to the termination of the Commitments and the payment in full of the ObligationsCollection Date), the Collateral Administrator may be terminated upon at least ten daysBusiness Days’ written notice of termination from the Borrower to the Collateral Administrator and the Administrative Agent if any of the following events shall occur: (i) The Collateral Administrator shall, in violation of its duty of care hereunder, default in the performance of any of its material duties under this Agreement and shall not cure such default within thirty days (or, if such default cannot be cured in such time, the Collateral Administrator shall not have given within thirty days such assurance of cure as shall be reasonably satisfactory to the Borrower and the Administrative Agent and cured such default within the time so assured); or (ii) an Insolvency Event relating to the Collateral Administrator occurs. If an event specified in clause (ii) shall occur, the Collateral Administrator shall give written notice thereof to the Collateral Manager, the Administrative Agent and the Borrower within one ten (10) Business Day Days after the occurrence of such event. (bi) Except when the Collateral Administrator shall be removed pursuant to subsection (a) of this Section 15.04 or shall resign pursuant to subsection (c) of this Section 15.04, no removal or resignation of the Collateral Administrator shall be effective until the date as of which a successor collateral administrator reasonably acceptable to the Administrative Agent, the Borrower and the Collateral Manager shall have agreed in writing to assume all of the Collateral Administrator’s duties and obligations pursuant to this Agreement and shall have executed and delivered an agreement in form and content reasonably satisfactory to the Administrative Agent, the Borrower, the Collateral Manager and the Collateral Agent. Upon any resignation or removal of the Collateral Administrator hereunder, the Borrower shall promptly, and in any case within thirty (30) days after the related notice of resignation or removal, appoint a qualified successor to act as collateral administrator hereunder and cause such successor collateral administrator to execute and deliver an agreement accepting such appointment as described in the preceding sentence. If the Borrower fails to appoint such a qualified successor which duly accepts its appointment by properly executing and delivering such an agreement within such time, the retiring Collateral Administrator shall be entitled to petition a court of competent jurisdiction for the appointment of a successor to serve as collateral administrator hereunder and shall be indemnified pursuant to Section 15.03(c) for the reasonable costs and expenses thereof. (cj) Notwithstanding the foregoing, the Collateral Administrator may resign its duties hereunder without at any requirement that a successor collateral administrator be obligated hereunder and without any liability for further performance of any duties hereunder (i) immediately upon time by giving written notice thereof to the termination (whether by resignation or removal) of U.S. Bank as Collateral Agent under this AgreementBorrower, or (ii) upon thirty days’ notice to the Administrative Agent, the Collateral Manager and the Administrative Agent upon Lenders not less than 90 days prior to such resignation. (k) Any corporation, organization or entity into which the Collateral Administrator may be merged or converted or with which it may be consolidated, or any reasonable determination by U.S. Bank that corporation, organization or entity resulting from any merger, conversion or consolidation to which the taking Collateral Administrator shall be a party, or any corporation, organization or entity succeeding to all or substantially all of the collateral administration business of the Collateral Administrator, shall be the successor of the Collateral Administrator hereunder without the execution or filing of any action, paper or performance of any duty, further act on its the part as Collateral Administrator pursuant to the terms of this Agreement would be in conflict with or in violation of its duties or obligations as Collateral Agent under this Agreement or (c) upon at least sixty days’ prior written notice of termination to the Collateral Manager, the Administrative Agent and the Borrower upon the occurrence of any of the following events and the failure to cure such event within such sixty day notice period: (i) failure of the Borrower to pay any of the amounts specified in Section 15.02 hereof within sixty days after such amount is due pursuant to Section 15.02 hereof (to the extent not already paid to Collateral Administrator pursuant to Section 9.01) or (ii) failure of the Borrower to provide any indemnity payment to Collateral Administrator pursuant to the terms of this Agreement, as the case may be, within sixty days of the receipt by the Borrower of the written request for such payment or reimbursement (to the extent not already paid Collateral Administrator pursuant to Section 9.01)parties hereto.

Termination of Collateral Administrator. (a) At the option of the Borrower (with the prior written consent or at the direction of the Administrative Agent prior to the termination of the Commitments and the payment in full of the ObligationsCollection Date), the Collateral Administrator may be terminated upon at least ten daysBusiness Days’ written notice of termination from the Borrower to the Collateral Administrator and the Administrative Agent if any of the following events shall occur:: 750499896 22723957 (i) The Collateral Administrator shall, in violation of its duty of care hereunder, default in the performance of any of its material duties under this Agreement and shall not cure such default within thirty days (or, if such default cannot be cured in such time, the Collateral Administrator shall not have given within thirty days such assurance of cure as shall be reasonably satisfactory to the Borrower and the Administrative Agent and cured such default within the time so assured); or (ii) an Insolvency Event relating to the Collateral Administrator occurs. If an event specified in clause (ii) shall occur, the Collateral Administrator shall give written notice thereof to the Collateral Manager, the Administrative Agent and the Borrower within one ten (10) Business Day Days after the occurrence of such event. (bs) Except when the Collateral Administrator shall be removed pursuant to subsection (a) of this Section 15.04 or shall resign pursuant to subsection (c) of this Section 15.04, no removal or resignation of the Collateral Administrator shall be effective until the date as of which a successor collateral administrator reasonably acceptable to the Administrative Agent, the Borrower and the Collateral Manager shall have agreed in writing to assume all of the Collateral Administrator’s duties and obligations pursuant to this Agreement and shall have executed and delivered an agreement in form and content reasonably satisfactory to the Administrative Agent, the Borrower, the Collateral Manager and the Collateral Agent. Upon any resignation or removal of the Collateral Administrator hereunder, the Borrower shall promptly, and in any case within thirty (30) days after the related notice of resignation or removal, appoint a qualified successor to act as collateral administrator hereunder and cause such successor collateral administrator to execute and deliver an agreement accepting such appointment as described in the preceding sentence. If the Borrower fails to appoint such a qualified successor which duly accepts its appointment by properly executing and delivering such an agreement within such time, the retiring Collateral Administrator shall be entitled to petition a court of competent jurisdiction for the appointment of a successor to serve as collateral administrator hereunder and shall be indemnified pursuant to Section 15.03(c) for the reasonable costs and expenses thereof. (ct) Notwithstanding the foregoing, the Collateral Administrator may resign its duties hereunder without at any requirement that a successor collateral administrator be obligated hereunder and without any liability for further performance of any duties hereunder (i) immediately upon time by giving written notice thereof to the termination (whether by resignation or removal) of U.S. Bank as Collateral Agent under this AgreementBorrower, or (ii) upon thirty days’ notice to the Administrative Agent, the Collateral Manager and the Administrative Agent upon Lenders not less than 90 days prior to such resignation. (u) Any corporation, organization or entity into which the Collateral Administrator may be merged or converted or with which it may be consolidated, or any reasonable determination by U.S. Bank that corporation, organization or entity resulting from any merger, conversion or consolidation to which the taking Collateral Administrator shall be a party, or any corporation, organization or entity succeeding to all or substantially all of the collateral administration business of the Collateral Administrator, shall be the successor of the Collateral Administrator hereunder without the execution or filing of any action, paper or performance of any duty, further act on its the part as Collateral Administrator pursuant to the terms of this Agreement would be in conflict with or in violation of its duties or obligations as Collateral Agent under this Agreement or (c) upon at least sixty days’ prior written notice of termination to the Collateral Manager, the Administrative Agent and the Borrower upon the occurrence of any of the following events and the failure to cure such event within such sixty day notice period: (i) failure of the Borrower to pay any of the amounts specified in Section 15.02 hereof within sixty days after such amount is due pursuant to Section 15.02 hereof (to the extent not already paid to Collateral Administrator pursuant to Section 9.01) or (ii) failure of the Borrower to provide any indemnity payment to Collateral Administrator pursuant to the terms of this Agreement, as the case may be, within sixty days of the receipt by the Borrower of the written request for such payment or reimbursement (to the extent not already paid Collateral Administrator pursuant to Section 9.01)parties hereto.