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. 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: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] THE SERVICER: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] THE TRANSFEROR: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] THE ADMINISTRATIVE AGENT: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] THE COLLATERAL AGENT: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] THE ACCOUNT BANK, COLLATERAL CUSTODIAN AND, COLLATERAL ADMINISTRATOR: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] THE BACKUP SERVICER: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] CONDUIT LENDER: By: Citibank, N.A., as Attorney-in-Fact By: Name: Title: CRC Funding, LLC c/o Citibank, N.A. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Global Securitization Tel No.: (▇▇▇) ▇▇▇-▇▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] LIQUIDITY BANK AND CONDUIT LENDER: By: Citibank, N.A., as Attorney-in-Fact By: Name: Title: ▇▇▇▇▇▇, LLC c/o Citibank, N.A. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Global Securitization Tel No.: (▇▇▇) ▇▇▇-▇▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] CONDUIT LENDER: By: Citibank, N.A., as Attorney-in-Fact By: Name: Title: CHARTA, LLC c/o Citibank, N.A. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Global Securitization Tel No.: (▇▇▇) ▇▇▇-▇▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] CONDUIT LENDER: By: Citibank, N.A., as Attorney-in-Fact By: Name: Title: CAFCO, LLC c/o Citibank, N.A. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Global Securitization Tel No.: (▇▇▇) ▇▇▇-▇▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] LENDER AGENT: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] INSTITUTIONAL LENDER: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] LENDER AGENT: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] INSTITUTIONAL LENDER: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] LENDER AGENT: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] INSTITUTIONAL LENDER: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] LENDER AGENT: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] As required by Section 3.01 of the Agreement, each of the following items must be delivered to the Administrative Agent prior to the effectiveness of the Agreement: (a) A copy of this Agreement duly executed by each of the parties hereto; (b) A certificate of the Secretary, Assistant Secretary or managing member, as applicable, of each of the Borrower and the Servicer, dated the date of this Agreement, certifying (i) the names and true signatures of the incumbent officers of such Person authorized to sign on behalf of such Person the Transaction Documents to which it is a party (on which certificate the Administrative Agent, the Lenders, the Collateral Custodian, the Backup Servicer and the Lender Agents may conclusively rely until such time as the Administrative Agent and the Lender Agents shall receive from the Borrower or CGMS, as applicable, a revised certificate meeting the requirements of this paragraph (b)(i)), (ii) that the copy of the certificate of formation or articles of incorporation of such Person, as applicable, is a complete and correct copy and that such certificate of formation or articles of incorporation have not been amended, modified or supplemented and are in full force and effect, (iii) that the copy of the limited liability company agreement or by-laws, as applicable, of such Person are a complete and correct copy, and that such limited liability company agreement or by-laws have not been amended, modified or supplemented and are in full force and effect, and (iv) the resolutions of the board of directors of such Person or managing member, as applicable, approving and authorizing the execution, delivery and performance by such Person of the Transaction Documents to which it is a party; (c) A good standing certificate, dated as of a recent date for each of the Borrower and CGMS, issued by the Secretary of State of such Person’s State of formation or organization, as applicable; (d) Duly executed Revolving Notes to the extent requested by a Lender Agent; (e) Financing statements (the “Facility Financing Statements”) describing the Collateral Portfolio, and (i) naming the Borrower as debtor and the Collateral Agent, on behalf of the Secured Parties, as secured party, (ii) naming the Transferor as debtor, the Borrower as assignor and the Collateral Agent, on behalf of the Secured Parties, as secured party/total assignee and (iii) other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Collateral Agent’s, on behalf of the Secured Parties, interests in all Collateral Portfolio; (f) Financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral Portfolio previously granted by the Transferor; (g) Copies of tax and judgment lien searches in all jurisdictions reasonably requested by the Administrative Agent and requests for information (or a similar UCC search report certified by a party acceptable to the Administrative Agent), dated a date reasonably near to the Closing Date, and with respect to such requests for information or UCC searches, listing all effective financing statements which name the Borrower (under its present name and any previous name) or CGMS (under its present name and any previous name) as debtor(s) and which are filed in Maryland, together with copies of such financing statements (none of which shall cover any Collateral Portfolio);
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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. 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: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] THE SERVICER: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] THE TRANSFEROR: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] THE ADMINISTRATIVE AGENT: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] THE COLLATERAL AGENT: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] THE ACCOUNT BANK, COLLATERAL CUSTODIAN AND, COLLATERAL ADMINISTRATOR: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] THE BACKUP SERVICER: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] CONDUIT LENDER: By: Citibank, N.A., as Attorney-in-Fact By: Name: Title: CRC Funding, LLC c▇/o Citibank▇ ▇▇▇▇▇▇▇▇, N.A. ▇.▇.▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Global Securitization Tel No.: (▇▇▇) ▇▇▇-▇▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] LIQUIDITY BANK AND CONDUIT LENDER: By: Citibank, N.A., as Attorney-in-Fact By: Name: Title: ▇▇▇▇▇▇, LLC c/o Citibank, N.A. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Global Securitization Tel No.: (▇▇▇) ▇▇▇-▇▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] CONDUIT LENDER: By: Citibank, N.A., as Attorney-in-Fact By: Name: Title: CHARTA, LLC c/o Citibank, N.A. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Global Securitization Tel No.: (▇▇▇) ▇▇▇-▇▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] CONDUIT LENDER: By: Citibank, N.A., as Attorney-in-Fact By: Name: Title: CAFCO, LLC c/o Citibank, N.A. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Global Securitization Tel No.: (▇▇▇) ▇▇▇-▇▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] LENDER AGENT: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] INSTITUTIONAL LENDER: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] LENDER AGENT: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] INSTITUTIONAL LENDER: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] LENDER AGENT: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] INSTITUTIONAL LENDER: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] LENDER AGENT: By: Name: Title: [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] As required by Section 3.01 of the Agreement, each of the following items must be delivered to the Administrative Agent prior to the effectiveness of the Agreement:
(a) A copy of this Agreement duly executed by each of the parties hereto;
(b) A certificate of the Secretary, Assistant Secretary or managing member, as applicable, of each of the Borrower and the Servicer, dated the date of this Agreement, certifying (i) the names and true signatures of the incumbent officers of such Person authorized to sign on behalf of such Person the Transaction Documents to which it is a party (on which certificate the Administrative Agent, the Lenders, the Collateral Custodian, the Backup Servicer and the Lender Agents may conclusively rely until such time as the Administrative Agent and the Lender Agents shall receive from the Borrower or CGMS, as applicable, a revised certificate meeting the requirements of this paragraph (b)(i)), (ii) that the copy of the certificate of formation or articles of incorporation of such Person, as applicable, is a complete and correct copy and that such certificate of formation or articles of incorporation have not been amended, modified or supplemented and are in full force and effect, (iii) that the copy of the limited liability company agreement or by-laws, as applicable, of such Person are a complete and correct copy, and that such limited liability company agreement or by-laws have not been amended, modified or supplemented and are in full force and effect, and (iv) the resolutions of the board of directors of such Person or managing member, as applicable, approving and authorizing the execution, delivery and performance by such Person of the Transaction Documents to which it is a party;
(c) A good standing certificate, dated as of a recent date for each of the Borrower and CGMS, issued by the Secretary of State of such Person’s State of formation or organization, as applicable;
(d) Duly executed Revolving Notes to the extent requested by a Lender Agent;
(e) Financing statements (the “Facility Financing Statements”) describing the Collateral Portfolio, and (i) naming the Borrower as debtor and the Collateral Agent, on behalf of the Secured Parties, as secured party, (ii) naming the Transferor as debtor, the Borrower as assignor and the Collateral Agent, on behalf of the Secured Parties, as secured party/total assignee and (iii) other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Collateral Agent’s, on behalf of the Secured Parties, interests in all Collateral Portfolio;
(f) Financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral Portfolio previously granted by the Transferor;
(g) Copies of tax and judgment lien searches in all jurisdictions reasonably requested by the Administrative Agent and requests for information (or a similar UCC search report certified by a party acceptable to the Administrative Agent), dated a date reasonably near to the Closing Date, and with respect to such requests for information or UCC searches, listing all effective financing statements which name the Borrower (under its present name and any previous name) or CGMS (under its present name and any previous name) as debtor(s) and which are filed in Maryland, together with copies of such financing statements (none of which shall cover any Collateral Portfolio);
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Sources: Loan and Servicing Agreement (Carlyle GMS Finance, Inc.)