Collateral Administrator Resignation. The Collateral Administrator may resign and be discharged from its duties or obligations hereunder, not earlier than 90 days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. Upon the effective date of such resignation, or if the Administrative Agent gives the Collateral Administrator written notice of an earlier termination hereof, the Collateral Administrator shall (i) be reimbursed for any reasonable documented out-of-pocket costs and expenses the Collateral Administrator shall incur in connection with the termination of its duties under this Agreement and (ii) transfer all amounts in the Collection Account pursuant to the instructions of the Administrative Agent; provided that the Borrower shall have consented to any successor Collateral Administrator appointed by the Administrative Agent at the direction of the Majority Lenders (such consent not to be unreasonably withheld). Notwithstanding anything herein to the contrary, the Collateral Administrator may not resign prior to a successor Collateral Administrator being appointed.
Collateral Administrator Resignation. The Collateral Administrator may resign and be discharged from its duties or obligations hereunder, not earlier than 90 days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. Upon the effective date of such resignation, or if the Administrative Agent gives the Collateral Administrator written notice of an earlier termination hereof, the Collateral Administrator shall (i) be reimbursed for any reasonable documented out-of-pocket costs and expenses the Collateral Administrator shall incur in connection with the termination of its duties under this Agreement and (ii) transfer all amounts in the Collection Account pursuant to the instructions of the Administrative Agent; provided that the Borrower shall have consented to any successor Collateral Administrator appointed by the Administrative Agent at the direction of the Majority Lenders (such consent not to be unreasonably withheld). Notwithstanding anything herein to the contrary, the Collateral Administrator may not resign prior to a successor Collateral Administrator being appointed. 176 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. THE BORROWER: CARLYLE GMS FINANCE SPV LLC By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] THE SERVICER: CARLYLE GMS FINANCE, INC. By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] 178 THE TRANSFEROR: CARLYLE GMS FINANCE, INC. By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] 179 THE ADMINISTRATIVE AGENT: CITIBANK, N.A. By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] 180 THE COLLATERAL AGENT: CITIBANK, N.A. By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] 181 THE ACCOUNT BANK, COLLATERAL CUSTODIAN AND, COLLATERAL ADMINISTRATOR: XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] 182 THE BACKUP SERVICER: XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] 183 CONDUIT LENDER: CRC FUNDING, LLC By: Citibank, N.A., as Attorney-in-Fact By: Name: Title: CRC Funding, LLC c/o Citibank, N.A. 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, XX 00000 Attention: Global Securitization Tel No.: (000) 000-0000 Fax No.: (000) 000-0000 [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] 184 LIQUIDITY BANK AND CONDUIT LENDER: XXXXXX, LLC By: Citibank, N.A., as ...
