Common use of Resignation and Removal of Collateral Agent Clause in Contracts

Resignation and Removal of Collateral Agent. (i) The Collateral Agent (A) may resign at any time upon notice to the Senior Lenders, and (B) may be removed at any time upon the written request of the Required Senior Lenders sent to the Collateral Agent and the other Senior Lenders. For the purposes of any determination of Required Senior Lenders under this Section 2(h)(i), any Commitment or Loan and Reimbursement Obligations, Outstanding Letters of Credit Exposure or Senior Notes held by an Insolvent Entity shall be disregarded. (ii) If the Collateral Agent shall resign or be removed, the Required Senior Lenders shall have the right to select a replacement Collateral Agent by notice to the Collateral Agent and the other Senior Lenders. (iii) Upon any replacement of the Collateral Agent, the Collateral Agent shall assign all of the liens upon and security interests in all Collateral under this Agreement and the Collateral Documents, and all right, title and interest of the Collateral Agent under this Agreement and all the Collateral Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Senior Lender and at the expense of the Borrower. (iv) No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided herein and shall have assumed in writing the obligations of the Collateral Agent hereunder and under the Collateral Documents. In the event that a replacement Collateral Agent shall not have been selected as provided herein or shall not have assumed such obligations within 90 days after the resignation or removal of the Collateral Agent, then the Collateral Agent may apply to a court of competent jurisdiction for the appointment of a replacement Collateral Agent. (v) Any replacement Collateral Agent shall be a bank, trust company, or insurance company having capital, surplus and undivided profits of at least $5,000,000,000.

Resignation and Removal of Collateral Agent. (i) The Collateral Agent (A) may resign at any time upon notice to the Senior Lenders, and (B) may be removed at any time upon the written request of the Required Senior Lenders sent to the with or without cause by Lender. The Collateral Agent may resign at any time by giving written notice thereof to Lender and Borrower. Each such notice shall set forth the other Senior Lendersdate of such resignation. For the purposes of Upon any determination of Required Senior Lenders under this Section 2(h)(i)such removal or resignation, any Commitment or Loan and Reimbursement Obligations, Outstanding Letters of Credit Exposure or Senior Notes held by an Insolvent Entity shall be disregarded. (ii) If the Collateral Agent shall resign or be removed, the Required Senior Lenders Lender shall have the right to select appoint a replacement successor Collateral Agent by notice to Agent, or may act as the Collateral Agent itself. A successor must be appointed for any removed or retiring Collateral Agent, and such Collateral Agent’s resignation or removal shall become effective only when such successor accepts such appointment. If, within sixty days after the date of the retiring or removed Collateral Agent’s resignation or removal, as applicable, no successor Collateral Agent has been appointed and has accepted such appointment, then the retiring or removed Collateral Agent’s resignation or removal, as applicable, shall nonetheless be effective as of such date. Upon the earlier of the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent or the effective date of the retiring or removed Collateral Agent’s resignation or removal, the retiring or removed Collateral Agent, as applicable, shall be discharged from its duties and obligations under this Agreement and the other Senior Lenders. (iii) Loan Documents. After any retiring or removed Collateral Agent’s resignation or removal hereunder, as applicable, the provisions of this Article 9 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under the Loan Documents. Upon any replacement the removal or resignation of the Collateral Agent, the Collateral Agent shall assign hereby agrees, at Borrower’s expense, to cooperate with Lender in transferring to the successor Collateral Agent the Collection Account and all of the liens upon amounts therein, all documents, instruments, chattel paper and security interests other items in all Collateral under this Agreement and the Collateral Documentsits possession, and all rightUCC-1 financing statements naming it as secured party thereunder and hereby further agrees to cause to be promptly and duly taken, title executed, acknowledged and interest of the delivered all such further acts, documents and assurances as may from time to time be necessary or as Lender may from time to time reasonably request in order to so transfer to any successor Collateral Agent under this Agreement any duties and all the Collateral Documentsdocuments, to the replacement Collateral Agent, without recourse to the Collateral Agent instruments or any Senior Lender and at the expense of the Borrowerchattel paper. (iv) No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided herein and shall have assumed in writing the obligations of the Collateral Agent hereunder and under the Collateral Documents. In the event that a replacement Collateral Agent shall not have been selected as provided herein or shall not have assumed such obligations within 90 days after the resignation or removal of the Collateral Agent, then the Collateral Agent may apply to a court of competent jurisdiction for the appointment of a replacement Collateral Agent. (v) Any replacement Collateral Agent shall be a bank, trust company, or insurance company having capital, surplus and undivided profits of at least $5,000,000,000.

Resignation and Removal of Collateral Agent. (i) The Collateral Agent (A) may resign at any time upon by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), to appoint a successor; provided that no consent of the Borrower shall be required if any Event of Default has occurred and is continuing. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent gives notice to of its resignation (or such earlier date as shall be agreed by the Senior Required Lenders) (the “Resignation Effective Date”), then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent which shall be a bank with an office in Chicago, Illinois or New York, New York, or an Affiliate of any such bank that is a financial institution. Upon the acceptance of its appointment as Collateral Agent hereunder by a successor which shall include execution by such successor Collateral Agent of a joinder supplement, such successor shall succeed to and (B) may be removed at any time upon become vested with all the written request rights, powers, privileges and duties of the Required Senior Lenders sent to the retiring Collateral Agent. If no successor collateral agent has accepted appointment as Collateral Agent and by the other Senior Lenders. For date which is thirty (30) days following a retiring Collateral Agent’s notice of resignation, the purposes of any determination of Required Senior Lenders under this Section 2(h)(i), any Commitment or Loan and Reimbursement Obligations, Outstanding Letters of Credit Exposure or Senior Notes held by an Insolvent Entity retiring Collateral Agent’s resignation shall be disregardednevertheless thereupon become effective. (ii) If the Collateral Agent shall resign or be removed, the The Required Senior Lenders shall have the right to select a replacement Collateral Agent may by notice to the Borrower remove the Collateral Agent and, in consultation with the Borrower, appoint a successor. If no successor agent shall have been appointed by the Required Lenders and shall have accepted such appointment within twenty (20) days (or such earlier date as shall be agreed by the other Senior LendersRequired Lenders (the “Removal Effective Date”)) which acceptance shall include execution by such successor Collateral Agent of a joinder supplement, then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (iii) Upon any replacement With the effect of the Collateral AgentResignation Effective Date or the Removal Effective Date, the Collateral Agent shall assign all of be discharged from its duties and obligations hereunder and under the liens upon and security interests in all Collateral under this Agreement and the Collateral other Loan Documents, all payments, communications and all right, title and interest of the Collateral Agent under this Agreement and all the Collateral Documentsdeterminations provided to be made by, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Senior Lender and at the expense of the Borrower. (iv) No resignation or removal of through the Collateral Agent shall become effective until a replacement Collateral Agent instead be made by or to each Lender directly and the Required Lenders shall have been selected as provided herein and shall have assumed in writing perform all of the obligations duties of the Collateral Agent hereunder and under until such time, if any, as the Required Lenders appoint a successor as provided for above. After the Collateral Documents. In the event that a replacement Collateral Agent shall not have been selected as provided herein or shall not have assumed such obligations within 90 days after the Agent’s resignation or removal hereunder, the provisions of this Article and Section 9.3 and Section 9.4 shall continue in effect for the benefit of such retiring Collateral Agent, then the Collateral Agent may apply its sub-agents and their respective Related Parties in respect of any actions taken or omitted to a court be taken by any of competent jurisdiction for the appointment of a replacement them while it was acting as Collateral Agent. (v) Any replacement Collateral Agent shall be a bank, trust company, or insurance company having capital, surplus and undivided profits of at least $5,000,000,000.

Resignation and Removal of Collateral Agent. (i) The Collateral Agent (A) may resign at any time upon notice to the Senior LendersSecured Parties, and (B) may be removed at any time upon the written request of the Required Senior Lenders Secured Parties sent to the Collateral Agent and the other Senior Lenders. For Secured Parties and (C) shall resign at any time when it may not legally act as agent for the purposes of any determination of Required Senior Lenders under this Section 2(h)(i), any Commitment or Loan and Reimbursement Obligations, Outstanding Letters of Credit Exposure or Senior Notes held by an Insolvent Entity shall be disregardedSecured Parties hereunder. (ii) If the Collateral Agent shall resign or be removed, the Required Senior Lenders Trustee shall have the right to select and appoint a replacement Collateral Agent that meets the requirements of clause (v) below by notice to the Collateral Agent and the other Senior LendersSecured Parties. (iii) Upon any replacement of the Collateral Agent, the Collateral Agent shall assign all of the liens upon and security interests in all Collateral under this Agreement and the Collateral Documents, and all right, title and interest of the Collateral Agent under this Agreement and all the Collateral Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Senior Lender Secured Party, and transfer and pay over to the replacement Collateral Agent all moneys and other properties held by the Collateral Agent hereunder, all at the expense of the BorrowerCompany. (iv) No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided herein and shall have assumed in writing the obligations of the Collateral Agent hereunder and under the Collateral Documents. In the event that a replacement Collateral Agent shall not have been selected and appointed as provided herein or shall not in clause (h)(ii) and have assumed such obligations within 90 30 days after notice of the resignation or removal of the Collateral Agent, then the Collateral Agent may select and appoint for and on behalf of the Secured Parties a replacement Collateral Agent so long as such replacement Collateral Agent meets the requirements of clause (h)(v) or in its sole discretion may apply to a any court of competent jurisdiction for to select and appoint a successor Collateral Agent to act until such time, if any, as a successor Collateral Agent shall have been selected and appointed by the appointment of a replacement Trustee as provided in clause (h)(ii). Any successor Collateral AgentAgent appointed by the Collateral Agent or such court as provided above shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Trustee as provided in clause (h)(ii). (v) Any replacement Collateral Agent shall be a bank, bank trust company, or insurance company having capital, surplus and undivided profits of at least $5,000,000,000100 million, the replacement of the Collateral Agent by such replacement Collateral Agent shall not violate any provision of any applicable law or create a relationship which would be in violation thereof, and, if such replacement Collateral Agent shall have been selected by the Trustee pursuant to clause (ii) above or by the Collateral Agent pursuant to clause (h)(iv), the fees charged by such replacement Collateral Agent shall not be commercially unreasonable.

Resignation and Removal of Collateral Agent. (i) The Collateral Agent (A) may resign at any time upon notice to the Senior Lenders, and (B) may be removed at any time upon the written request of the Required Senior Lenders sent to the with or without cause by Lender. The Collateral Agent may resign at any time by giving written notice thereof to Lender and Borrower. Each such notice shall set forth the other Senior Lendersdate of such resignation. For the purposes of Upon any determination of Required Senior Lenders under this Section 2(h)(i)such removal or resignation, any Commitment or Loan and Reimbursement Obligations, Outstanding Letters of Credit Exposure or Senior Notes held by an Insolvent Entity shall be disregarded. (ii) If the Collateral Agent shall resign or be removed, the Required Senior Lenders Lender shall have the right to select appoint a replacement successor Collateral Agent by notice to Agent, or may act as the Collateral Agent itself. A successor must be appointed for any removed or retiring Collateral Agent, and such Collateral Agent’s resignation or removal shall become effective only when such successor accepts such appointment. If, within sixty days after the date of the retiring or removed Collateral Agent’s resignation or removal, as applicable, no successor Collateral Agent has been appointed and has accepted such appointment, then the retiring or removed Collateral Agent’s resignation or removal, as applicable, shall nonetheless be effective as of such date. Upon the earlier of the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent or the effective date of the retiring or removed Collateral Agent’s resignation or removal, the retiring or removed Collateral Agent, as applicable, shall be discharged from its duties and obligations under this Agreement and the other Senior Lenders. (iii) Loan Documents. After any retiring or removed Collateral Agent’s resignation or removal hereunder, as applicable, the provisions of this Article 9 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under the Loan Documents. Upon any replacement the removal or resignation of the Collateral Agent, the Collateral Agent shall assign hereby agrees, at Borrower’s expense, to cooperate with Lender in transferring to the successor Collateral Agent the Collection Account and all of the liens upon amounts therein, all Documents, Instruments, Chattel Paper and security interests other items in all Collateral under this Agreement and the Collateral Documentsits possession, and all rightUCC-1 financing statements naming it as secured party thereunder and hereby further agrees to cause to be promptly and duly taken, title executed, acknowledged and interest of the delivered all such further acts, documents and assurances as may from time to time be necessary or as Lender may from time to time reasonably request in order to so transfer to any successor Collateral Agent under this Agreement any duties and all the Collateral Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent Instruments or any Senior Lender and at the expense of the BorrowerChattel Paper. (iv) No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided herein and shall have assumed in writing the obligations of the Collateral Agent hereunder and under the Collateral Documents. In the event that a replacement Collateral Agent shall not have been selected as provided herein or shall not have assumed such obligations within 90 days after the resignation or removal of the Collateral Agent, then the Collateral Agent may apply to a court of competent jurisdiction for the appointment of a replacement Collateral Agent. (v) Any replacement Collateral Agent shall be a bank, trust company, or insurance company having capital, surplus and undivided profits of at least $5,000,000,000.

Resignation and Removal of Collateral Agent. (i) The Collateral Agent (A) may resign at any time upon give notice of its resignation to Company and the Holders. Upon receipt of any such notice of resignation, Company shall appoint a successor Collateral Agent. If no such successor shall have been so appointed by Company and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent gives notice of its resignation, then the Required Holders may appoint a successor Collateral Agent; provided that if no such successor Collateral Agent has been appointed, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Note Documents and the retiring Collateral Agent shall deliver the Collateral to or to the written order of the Holder holding the largest aggregate principal amount of Notes) and (2) all payments, communications and determinations provided to be made by, to or through Collateral Agent shall instead be made by or to the Holders directly, until such time as the Required Holders appoint a successor Collateral Agent as provided for above in this Section. Upon the acceptance of a successor's appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Note Documents (if not already discharged therefrom as provided above in this Section), subject to Collateral Agent's continuing rights pursuant to Section 15.3 of the Note Purchase Agreement. Anything herein to the contrary notwithstanding, if at any time, the Required Holders determine, in their sole discretion, that the Person serving as Collateral Agent is no longer an acceptable Collateral Agent, the Required Holders may, by thirty (30) days written notice to the Senior LendersCompany and such Person, and (B) may be removed at any time upon the written request of the Required Senior Lenders sent to the remove such Person as Collateral Agent and the other Senior Lenders. For the purposes of any determination of Required Senior Lenders under this Section 2(h)(i), any Commitment or Loan and Reimbursement Obligations, Outstanding Letters of Credit Exposure or Senior Notes held by an Insolvent Entity shall be disregarded. (ii) If the Collateral Agent shall resign or be removed, the Required Senior Lenders shall have the right to select appoint a replacement Collateral Agent by notice to the Collateral Agent and the other Senior Lenders. (iii) Upon any replacement of the Collateral Agent, the Collateral Agent shall assign all of the liens upon and security interests in all Collateral under this Agreement and the Collateral Documents, and all right, title and interest of the Collateral Agent under this Agreement and all the Collateral Documentshereunder. Such removal will, to the replacement Collateral Agentfullest extent permitted by applicable law, without recourse to be effective on the Collateral Agent or any Senior Lender and at earlier of (i) the expense of the Borrower. (iv) No resignation or removal of the Collateral Agent shall become effective until date a replacement Collateral Agent shall have been selected as provided herein and shall have assumed in writing is appointed (including where such appointment takes place prior to the obligations expiration of the Collateral Agent hereunder above-referenced thirty (30) days notice period and under (ii) the Collateral Documents. In date thirty (30) days after the event that giving of such notice by the Required Holders (regardless of whether a replacement Collateral Agent shall not have has been selected as provided herein or shall not have assumed such obligations within 90 days after the resignation or removal of the Collateral Agent, then the Collateral Agent may apply to a court of competent jurisdiction for the appointment of a replacement Collateral Agentappointed). (v) Any replacement Collateral Agent shall be a bank, trust company, or insurance company having capital, surplus and undivided profits of at least $5,000,000,000.

Resignation and Removal of Collateral Agent. (i) The Collateral Agent (A) may resign at any time upon notice to the Senior Lenders, and (B) may be removed at any time upon the written request of the Required Senior Lenders sent to the Collateral Agent and the other Senior Lenders. For the purposes of any determination of Required Senior Lenders under this Section 2(h)(i), any Commitment or Loan and Reimbursement Obligations, Outstanding Letters of Credit Exposure or Senior Notes held by an Insolvent Entity shall be disregarded. (iia) If the Collateral Agent shall resign as Collateral Agent under this Agreement (or be removed pursuant to Section 18(b)), such resignation (or removal) to be effective upon the appointment of a successor Collateral Agent and the payment to the outgoing Collateral Agent of all amounts owed to it hereunder, then the Secured Creditors (other than the Collateral Agent) may appoint a successor Collateral Agent for the Secured Creditors, which successor Collateral Agent shall be a commercial bank, insurance company or trust company organized under the laws of the United States of America or any state thereof having a combined surplus and capital of not less than $100,000,000, whereupon such successor Collateral Agent shall succeed to the rights, powers and duties of the former Collateral Agent and the obligations of the former Collateral Agent shall be terminated and canceled, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement; provided, however, that if the Secured Creditors (other than the Collateral Agent) cannot agree as to a successor Collateral Agent within fifteen (15) days after notice of such resignation (or removal), then the resigning (or removed) Collateral Agent may appoint an interim Collateral Agent (which shall not be a Lender, a Noteholder or any Affiliate of any thereof) meeting the qualifications set forth above to act as Collateral Agent pending the appointment of a successor Collateral Agent through the procedure described herein. (b) The Collateral Agent may be removed without cause at any time by the vote of the Required Creditors and written notice thereof delivered to the Collateral Agent. If the Collateral Agent is so removed, the Required Senior Lenders shall have the right to select Creditors may appoint a replacement successor Collateral Agent by notice to in accordance with Section 18(a) hereof. (c) After the effective date of the resignation or removal of the Collateral Agent hereunder, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under the Security Instruments and this Agreement; provided, however, that any liability of such Collateral Agent arising from the other Senior Lendersperformance of its obligations hereunder prior to such resignation or removal shall survive such resignation or removal. (iiid) Upon any replacement Each of the parties hereto, including any resigning or removed Collateral Agent, the Collateral Agent shall assign all agrees to execute whatever documents are necessary or reasonably requested, including without limitation amendments to or assignments of any of the liens upon and security interests in all Collateral under this Agreement and Security Instruments, to effect the Collateral Documents, and all right, title and interest resignation or removal of the Collateral Agent under this Agreement and all the Collateral Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Senior Lender other document executed pursuant to this Agreement and at to continue the expense perfection of the BorrowerLiens on the Collateral. (iv) No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided herein and shall have assumed in writing the obligations of the Collateral Agent hereunder and under the Collateral Documents. In the event that a replacement Collateral Agent shall not have been selected as provided herein or shall not have assumed such obligations within 90 days after the resignation or removal of the Collateral Agent, then the Collateral Agent may apply to a court of competent jurisdiction for the appointment of a replacement Collateral Agent. (v) Any replacement Collateral Agent shall be a bank, trust company, or insurance company having capital, surplus and undivided profits of at least $5,000,000,000.

Resignation and Removal of Collateral Agent. (ia) The Collateral Agent (A) may resign may, at any time upon with or without cause by giving forty-five (45) days’ prior written notice to the Senior LendersServicer, each of the Grantors and the Secured Parties, resign and be discharged of its responsibilities hereunder created, such resignation to become effective upon the appointment by the Secured Parties of a successor Collateral Agent, and (B) the acceptance of such appointment by such successor Collateral Agent. The Servicer shall, promptly upon receipt thereof, provide a copy of the notice from the Collateral Agent referred to in the preceding sentence to each Rating Agency. The Collateral Agent may be removed by the Servicer at any time (with or without cause) upon thirty (30) days’ prior written notice by the written request of the Required Senior Lenders sent Servicer to the Collateral Agent Agent, the Grantors, the Secured Parties and each of the Rating Agencies, and the other Senior Lenders. For appointment by each of the purposes Secured Parties of any determination of Required Senior Lenders a successor Collateral Agent; provided, however, that if the Servicer is in default (beyond all applicable grace and cure periods) under this Section 2(h)(i)Agreement or an Amortization Event with respect to any Series of Notes Outstanding has occurred and is continuing, any Commitment or Loan and Reimbursement Obligations, Outstanding Letters the right of Credit Exposure or Senior Notes held by an Insolvent Entity shall be disregarded. (ii) If the Servicer to remove the Collateral Agent shall resign or be removed, cease and the Required Senior Lenders HVF Secured Party shall have the right to select a replacement remove the Collateral Agent by (with or without cause) upon thirty (30) days’ written notice to the Servicer, the Grantors, the HGI Secured Party, the Collateral Agent and the other Senior Lenders. (iii) Upon any replacement each of the Collateral AgentRating Agencies; provided, the Collateral Agent shall assign all of the liens upon and security interests in all Collateral under this Agreement and the Collateral Documentsfurther, and all right, title and interest of the Collateral Agent under this Agreement and all the Collateral Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Senior Lender and at the expense of the Borrower. (iv) No resignation or that no removal of the Collateral Agent shall become be effective until the appointment of a replacement successor Collateral Agent and acceptance of such appointment by such Collateral Agent. Any removed Collateral Agent shall have been selected be entitled to its reasonable fees and expenses to the date the successor Collateral Agent assumes the Collateral Agent’s duties hereunder. The indemnification of Section 5.10 shall survive the termination of the other provisions of this Agreement as provided herein to the predecessor Collateral Agent. If no successor Collateral Agent shall be appointed and shall have assumed in writing approved within thirty (30) days from the obligations date of the giving of the aforesaid notice of resignation or within thirty (30) days from the date of such notice of removal, the Collateral Agent hereunder and under the Collateral Documents. In the event that a replacement Collateral Agent shall not have been selected as provided herein or shall not have assumed such obligations within 90 days after the resignation or removal of the Collateral Agent, then the Collateral Agent any Secured Party may apply to petition a court of competent jurisdiction for to appoint a successor Collateral Agent to act until such time, if any, as a successor Collateral Agent shall be appointed as above provided. Any successor Collateral Agent so appointed by such court shall immediately upon its acceptance of such appointment without further act supersede any predecessor Collateral Agent. Upon the appointment of a replacement successor Collateral Agent. (v) Any replacement Agent hereunder and its acceptance of such appointment, the predecessor Collateral Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement. (b) The appointment, designation and acceptance referred to in Section 5.5(a) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor Collateral Agent, without any further act, deed or conveyance, all of the estate and title of its predecessors and upon such filing for record the successor Collateral Agent shall become fully vested with all the estates, properties, rights, powers, duties, authority and title of its predecessors; but any predecessor Collateral Agent shall nevertheless, on the written request of any Secured Party, the Servicer, any Grantor or any successor Collateral Agent empowered to act as such at the time any such request is made, execute and deliver an instrument without recourse or representation transferring to such successor all the estates, properties, rights, powers, duties, authority and title of such predecessor hereunder and shall deliver all securities and moneys held by it to such successor Collateral Agent. Upon the appointment of a banksuccessor Collateral Agent hereunder, trust companythe predecessor Collateral Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement; provided, however, that the predecessor Collateral Agent will serve as nominee lienholder for the successor Collateral Agent with respect to those Vehicles on whose Certificate of Title the predecessor Collateral Agent had been named as lienholder prior to its resignation or insurance company having capital, surplus and undivided profits of at least $5,000,000,000removal pursuant to this Section 5.5.

Resignation and Removal of Collateral Agent. Subject to the appointment of a successor as and to the extent set forth herein, (i) The Collateral Agent (A) the Applicable Authorized Representative may resign at any time upon notice to the Senior Lenders, and (B) may be removed at any time upon the written request of the Required Senior Lenders sent to the Collateral Agent and the other Senior Lenders. For the purposes of any determination of Required Senior Lenders under this Section 2(h)(i), any Commitment or Loan and Reimbursement Obligations, Outstanding Letters of Credit Exposure or Senior Notes held by an Insolvent Entity shall be disregarded. (ii) If the Collateral Agent shall resign or be removed, the Required Senior Lenders shall have the right to select a replacement Collateral Agent by notice to the Collateral Agent Agent, each other Authorized Representative and the other Senior Lenders. (iii) Upon any replacement Borrower and upon obtaining the prior consent of the Collateral Agent, Term Loan Authorized Representative and the Revolving Authorized Representative remove the Collateral Agent shall assign all of the liens upon and security interests in all Collateral under this Agreement and (ii) the Collateral Documents, and all right, title and interest Agent may at any time give notice of the its resignation as Collateral Agent under this Agreement and all the Collateral Documentsother Security Documents to each Authorized Representative and the Borrower. Upon receipt of any such notice of removal or resignation, the Applicable Authorized Representative shall have the right, upon obtaining the written consent of the Borrower (which consent shall not be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the replacement Collateral AgentUnited States, without recourse to or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Applicable Authorized Representative and shall have accepted such appointment within 30 days after such notice of removal or after the retiring Collateral Agent or any Senior Lender and at gives notice of its resignation, then the expense retiring Collateral Agent may, on behalf of the Borrower. (iv) No resignation or removal of Secured Parties, appoint a successor Collateral Agent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify the Borrower and each Authorized Representative that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective until a replacement in accordance with such notice and (a) the retiring Collateral Agent shall have been selected be discharged from its duties and obligations hereunder and under the other Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Secured Parties under any of the Security Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the Secured Parties therein until such time as a successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other Secured Parties) and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided herein for above in this Section 8.06. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder and under the Security Documents, such successor shall have assumed succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Security Documents (if not already discharged therefrom as provided above in writing this Section 8.06). After the obligations retiring Collateral Agent’s removal or resignation hereunder and under the other Security Documents, the provisions of this Article shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Collateral Agent was acting as Collateral Agent. Upon any notice of removal or resignation of the Collateral Agent hereunder and under the Collateral other Security Documents. In , the event that a replacement Borrower agrees to use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent shall not have been selected as provided herein or shall not have assumed such obligations within 90 days after under the resignation or removal of Security Documents to the Collateral Agent, then the Collateral Agent may apply to a court of competent jurisdiction for the appointment of a replacement successor Collateral Agent. (v) Any replacement Collateral Agent shall be a bank, trust company, or insurance company having capital, surplus and undivided profits of at least $5,000,000,000.

Resignation and Removal of Collateral Agent. (i) The Collateral Agent (A) may resign at any time upon by giving sixty (60) days prior written notice thereof to the Senior LendersTrustee, the Credit Agent and (B) the Borrower and may be removed at any time upon the written request of time, with or without cause, by the Required Senior Lenders sent Parties by written notice delivered to the Collateral Agent Borrower, the Trustee and the other Senior Lenders. For the purposes of any determination of Required Senior Lenders under this Section 2(h)(i), any Commitment or Loan and Reimbursement Obligations, Outstanding Letters of Credit Exposure or Senior Notes held by an Insolvent Entity shall be disregardedAgent. (ii) Upon receiving notice of any such resignation or removal, a successor Collateral Agent shall be appointed by the Trustee and the Credit Agent; provided, however, that such successor Collateral Agent shall be (A) a bank or trust company having a combined capital and surplus of at least $100,000,000 subject to supervision or examination by a federal or state banking authority; and (B) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent. If the appointment of such successor shall not have become effective (as hereafter provided) within such sixty (60) day period after the Collateral Agent shall resign or be removed, the Required Senior Lenders shall have the right to select a replacement Collateral Agent by notice to the Collateral Agent and the other Senior Lenders. (iii) Upon any replacement of the Collateral Agent, the Collateral Agent shall assign all of the liens upon and security interests in all Collateral under this Agreement and the Collateral Documents, and all right, title and interest of the Collateral Agent under this Agreement and all the Collateral Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Senior Lender and at the expense of the Borrower. (iv) No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided herein and shall have assumed in writing the obligations of the Collateral Agent hereunder and under the Collateral Documents. In the event that a replacement Collateral Agent shall not have been selected as provided herein or shall not have assumed given such obligations within 90 days after the resignation or removal of the Collateral Agentnotice, then the Collateral Agent may apply assign the Liens and its duties hereunder and under the Shared Collateral Security Documents to the Trustee and the Credit Agent, as their interests may appear, and in such case all references herein to "Collateral Agent" shall be deemed to refer to "Required Parties." The Required Parties may petition a court of competent jurisdiction for the appointment of a replacement successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting the qualifications specified in this Section 5.5(a). The Trustee, the Credit Agent, the Lenders and the Owner Participants hereby consent to such petition and appointment so long as such criteria are met. (iii) The resignation or removal of a Collateral Agent shall become effective upon the execution and delivery of such documents or instruments as are necessary to transfer the rights and obligations of the Collateral Agent under the Shared Collateral Security Documents. Copies of each such document or instrument shall be delivered to the Trustee and the Credit Agent. The appointment of a successor Collateral Agent pursuant to this Section 5.5(a) shall become effective upon the acceptance of such appointment and such successor Collateral Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent. (vb) Any replacement After any resignation or removal hereunder of the Collateral Agent Agent, the provisions of this Section 5 shall continue to inure to its benefit as to any actions taken or omitted to be a bank, trust company, or insurance company having capital, surplus and undivided profits of at least $5,000,000,000taken by it in connection with its agency hereunder while it was Collateral Agent.

Resignation and Removal of Collateral Agent. (ia) The Collateral Agent (A) may resign may, at any time upon with or without cause by giving 60 days' prior written notice to Lessees' Representative and Agent, resign and be discharged of the Senior Lendersresponsibilities hereby created, such resignation to become effective upon the appointment of a successor Collateral Agent by Agent, with the consent of Lessees' Representative, which consent shall not be unreasonably withheld or delayed, and (B) the acceptance of such appointment by such successor Collateral Agent. The Collateral Agent may be removed at any time upon (with or without cause) and a successor Collateral Agent appointed by Agent, with the written request consent of the Required Senior Lenders sent to Lessees' Representative, which consent will not be unreasonably withheld or delayed, provided that the Collateral Agent shall be entitled to its reasonable fees and expenses to the date of removal (if the Collateral Agent is removed without cause), and the indemnification of Section 3.4 shall survive the termination of the other Senior Lendersprovisions of this Agreement to the benefit of the predecessor Collateral Agent. For the purposes of any determination of Required Senior Lenders under this Section 2(h)(i), any Commitment or Loan and Reimbursement Obligations, Outstanding Letters of Credit Exposure or Senior Notes held by an Insolvent Entity If no successor Collateral Agent shall be disregardedappointed and approved within 30 days from the date of the giving of the aforesaid notice of resignation or within 30 days from the date of such removal, the Collateral Agent or Agent may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor Collateral Agent shall have been appointed as above provided. Any successor Collateral Agent so appointed by such court shall immediately and without further act supersede any predecessor Collateral Agent. (iib) If at any time the Collateral Agent shall resign or be removedotherwise become incapable of acting, or if at any time a vacancy shall occur in the Required Senior Lenders shall have the right to select a replacement Collateral Agent by notice to the Collateral Agent and the other Senior Lenders. (iii) Upon any replacement of the Collateral Agent, the Collateral Agent shall assign all of the liens upon and security interests in all Collateral under this Agreement and the Collateral Documents, and all right, title and interest office of the Collateral Agent under for any other cause, a successor Collateral Agent shall be appointed by Agent, with the consent of Lessees' Representative, which consent will not be unreasonably withheld or delayed, and the powers, duties, authority and title of the predecessor Collateral Agent shall be terminated and cancelled without procuring the resignation of such predecessor Collateral Agent, and without any other formality (except as may be required by applicable law) than appointment and designation of a successor Collateral Agent in writing, duly acknowledged, delivered to the predecessor Collateral Agent and Lessees' Representative. (c) The appointment and designation referred to in Section 4.3(b) shall be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement and all the Collateral Documents, to the replacement shall vest in such successor Collateral Agent, without recourse to the Collateral Agent any further act, deed or any Senior Lender and at the expense conveyance, all of the Borrower. (iv) No resignation or removal estate and title of its predecessors and the successor Collateral Agent shall become effective until a replacement fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessors; but any predecessor Collateral Agent shall have been selected shall, nevertheless on payment of its charges and on the written request of Agent, Lessees' Representative or any successor Collateral Agent empowered to act as provided herein such at the time any such request is made, execute and deliver an instrument without recourse or representation transferring to such successor all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder and shall have assumed deliver all securities and moneys held by it to such successor Collateral Agent. Should any deed, conveyance or other instrument in writing the obligations of the from Lessees be required by any successor Collateral Agent hereunder and under the Collateral Documents. In the event that a replacement for more fully vesting in such successor Collateral Agent shall not have been selected as provided herein the estates, properties, rights, powers, trusts, duties, authority and title vested or shall not have assumed such obligations within 90 days after intended to be vested in the resignation or removal of the predecessor Collateral Agent, then the Collateral Agent may apply to a court any and all such deeds, conveyances and other instruments in writing shall, on request of competent jurisdiction for the appointment of a replacement such successor Collateral Agent, be executed, acknowledged and delivered by Lessees. (v) Any replacement Collateral Agent shall be a bank, trust company, or insurance company having capital, surplus and undivided profits of at least $5,000,000,000.

Resignation and Removal of Collateral Agent. (i) 4.8.1. The Collateral Agent (A) may resign at any time upon notice to by notifying the Senior Lenders, and (B) may be removed at any time upon the written request of the Required Senior Lenders sent to the Collateral Agent and the other Senior LendersBorrower. For the purposes of Upon any determination of Required Senior Lenders under this Section 2(h)(i), any Commitment or Loan and Reimbursement Obligations, Outstanding Letters of Credit Exposure or Senior Notes held by an Insolvent Entity shall be disregarded. (ii) If the Collateral Agent shall resign or be removedsuch resignation, the Required Senior Lenders shall have the right right, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), to select appoint a replacement successor; provided that no consent of the Borrower shall be required if any Event of Default has occurred and is continuing. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent gives notice of its resignation (or such earlier date as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent which shall be a bank with an office in Chicago, Illinois or New York, New York, or an Affiliate of any such bank that is a financial institution. Upon the acceptance of its appointment as Collateral Agent hereunder by a successor which shall include execution by such successor Collateral Agent of a joinder supplement, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent. If no successor collateral agent has accepted appointment as Collateral Agent by the date which is thirty (30) days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective. 4.8.2. The Required Lenders may by notice to the Borrower remove the Collateral Agent and, in consultation with the Borrower, appoint a successor. If no successor agent shall have been appointed by the Required Lenders and shall have accepted such appointment within twenty (20) days (or such earlier date as shall be agreed by the other Senior LendersRequired Lenders (the “Removal Effective Date”)) which acceptance shall include execution by such successor Collateral Agent of a joinder supplement, then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (iii) Upon any replacement 4.8.3. With the effect of the Collateral AgentResignation Effective Date or the Removal Effective Date, the Collateral Agent shall assign all of be discharged from its duties and obligations hereunder and under the liens upon and security interests in all Collateral under this Agreement and the Collateral other Loan Documents, all payments, communications and all right, title and interest of the Collateral Agent under this Agreement and all the Collateral Documentsdeterminations provided to be made by, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Senior Lender and at the expense of the Borrower. (iv) No resignation or removal of through the Collateral Agent shall become effective until a replacement Collateral Agent instead be made by or to each Lender directly and the Required Lenders shall have been selected as provided herein and shall have assumed in writing perform all of the obligations duties of the Collateral Agent hereunder and under until such time, if any, as the Required Lenders appoint a successor as provided for above. After the Collateral Documents. In the event that a replacement Collateral Agent shall not have been selected as provided herein or shall not have assumed such obligations within 90 days after the Agent’s resignation or removal hereunder, the provisions of this Article and Section 9.3 and Section 9.4 shall continue in effect for the benefit of such retiring Collateral Agent, then the Collateral Agent may apply its sub-agents and their respective Related Parties in respect of any actions taken or omitted to a court be taken by any of competent jurisdiction for the appointment of a replacement them while it was acting as Collateral Agent. (v) Any replacement Collateral Agent shall be a bank, trust company, or insurance company having capital, surplus and undivided profits of at least $5,000,000,000.

Resignation and Removal of Collateral Agent. (i) The Collateral Agent (A) may resign at any time upon 30 days' prior notice thereof to the Senior LendersCompany, Lenders and (B) Agents. Collateral Agent may be removed at any time upon the written request of the Required Senior Lenders sent with or without 108 cause by an instrument or concurrent instruments in writing delivered to the Collateral Agent and signed by Requisite Lenders; provided that Company may propose to Requisite Lenders the other Senior Lenders. For the purposes removal of any determination of Required Senior Lenders under this Section 2(h)(i), any Commitment or Loan and Reimbursement Obligations, Outstanding Letters of Credit Exposure or Senior Notes held by an Insolvent Entity shall be disregarded. (ii) If the Collateral Agent. Upon any such notice of resignation of Collateral Agent shall resign or be removedany such removal of Collateral Agent, the Required Senior Lenders Company shall have the right to select propose a replacement successor Collateral Agent by Agent, subject to the approval of Requisite Lenders. If for any reason Requisite Lenders cannot agree on such successor Collateral Agent, Requisite Lenders shall have the right, upon five Business Days' notice to the Company, to appoint a successor Collateral Agent and the other Senior Lenders. (iii) Upon Agent. If for any replacement of the reason Requisite Lenders cannot then agree on a successor Collateral Agent, the Collateral Agent shall assign all of the liens upon and security interests in all Collateral under this Agreement and the Collateral Documents, and all right, title and interest of the Collateral Agent under this Agreement and all the Collateral Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Senior Lender and at the expense of the Borrower. (iv) No resignation or removal of the Collateral Agent shall become effective until a replacement resigning Collateral Agent shall have been selected the right to designate a successor Collateral Agent after consulting with Company. Upon the acceptance of any appointment as provided herein Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Collateral Agent, and the resigning or removed Collateral Agent shall have assumed in writing be discharged from its duties and obligations under this Agreement. After any resigning or removed Collateral Agent's resignation or removal hereunder as Collateral Agent, the obligations provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent, under this Agreement. If no successor collateral agent has accepted appointment as Collateral Agent by the date which is 30 days following a resigning Collateral Agent's notice of resignation, the resigning Collateral Agent's resignation shall nevertheless thereupon become effective and Lenders shall perform all of the duties of the Collateral Agent hereunder and under the Collateral Documents. In the event that until such time, if any, as Requisite Lenders appoint a replacement Collateral Agent shall not have been selected successor collateral agent as provided herein or shall not have assumed such obligations within 90 days after the resignation or removal of the Collateral Agent, then the Collateral Agent may apply to a court of competent jurisdiction for the appointment of a replacement Collateral Agentabove. (v) Any replacement Collateral Agent shall be a bank, trust company, or insurance company having capital, surplus and undivided profits of at least $5,000,000,000.

Resignation and Removal of Collateral Agent. (i) The Collateral Agent (A) may resign at any time upon 30 days' prior notice thereof to the Senior LendersCompany, Lenders and (B) Collateral Agents. Collateral Agent may be removed at any time upon the written request of the Required Senior Lenders sent with or without cause by an instrument or concurrent instruments in writing delivered to the Collateral Agent and signed by Requisite Lenders; provided that Company may propose to Requisite Lenders the other Senior Lenders. For the purposes removal of any determination of Required Senior Lenders under this Section 2(h)(i), any Commitment or Loan and Reimbursement Obligations, Outstanding Letters of Credit Exposure or Senior Notes held by an Insolvent Entity shall be disregarded. (ii) If the Collateral Agent. Upon any such notice of resignation of Collateral Agent shall resign or be removedany such removal of Collateral Agent, the Required Senior Lenders Company shall have the right to select propose a replacement successor Collateral Agent by Agent, subject to the approval of Requisite Lenders. If for any reason Requisite Lenders cannot agree on such successor Collateral Agent, Requisite Lenders shall have the right, upon five Business Days' notice to the Company, to appoint a successor Collateral Agent and the other Senior Lenders. (iii) Upon Agent. If for any replacement of the reason Requisite Lenders cannot then agree on a successor Collateral Agent, the Collateral Agent shall assign all of the liens upon and security interests in all Collateral under this Agreement and the Collateral Documents, and all right, title and interest of the Collateral Agent under this Agreement and all the Collateral Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Senior Lender and at the expense of the Borrower. (iv) No resignation or removal of the Collateral Agent shall become effective until a replacement resigning Collateral Agent shall have been selected the right to designate a successor Collateral Agent after consulting with Company. Upon the acceptance of any appointment as provided herein Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Collateral Agent, and the resigning or removed Collateral Agent shall have assumed in writing be discharged from its duties and obligations under this Agreement. After any resigning or removed Collateral Agent's resignation or removal hereunder as Collateral Agent, the obligations provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent, under this Agreement. If no successor collateral agent has accepted appointment as Collateral Agent by the date which is 30 days following a resigning Collateral Agent's notice of resignation, the resigning Collateral Agent's resignation shall nevertheless thereupon become effective and Lenders shall perform all of the duties of the Collateral Agent hereunder and under the Collateral Documents. In the event that until such time, if any, as Requisite Lenders appoint a replacement Collateral Agent shall not have been selected successor collateral agent as provided herein or shall not have assumed such obligations within 90 days after the resignation or removal of the Collateral Agent, then the Collateral Agent may apply to a court of competent jurisdiction for the appointment of a replacement Collateral Agentabove. (v) Any replacement Collateral Agent shall be a bank, trust company, or insurance company having capital, surplus and undivided profits of at least $5,000,000,000.

Resignation and Removal of Collateral Agent. (i) The Collateral Agent (A) may resign at any time upon notice to the Senior Lenders, and (B) may be removed at any time upon the written request of the Required Senior Lenders sent to the Collateral Agent and the other Senior Lenders. For the purposes of any determination of Required Senior Lenders under this Section 2(h)(i), any Commitment or Loan and Reimbursement Obligations, Outstanding Letters of Credit Exposure or Senior Notes held by an Insolvent Entity shall be disregarded. (iia) If the Collateral Agent shall resign as Collateral Agent under this Agreement (or be removed pursuant to Section 2.9(b)), such resignation (or removal) to be effective upon the appointment of a successor Collateral Agent, then the Required Secured Parties may appoint a successor Collateral Agent for the Secured Parties, which successor Collateral Agent shall be a commercial bank, insurance company or trust company organized under the laws of the United States of America or any state thereof having a combined surplus and capital of not less than $500,000,000, whereupon such successor Collateral Agent shall succeed to the rights, powers and duties of the former Collateral Agent and the obligations of the former Collateral Agent shall be terminated and canceled, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement; provided, however, that if the Required Secured Parties cannot agree as to a successor Collateral Agent within fifteen (15) days after notice of such resignation (or removal), then any Secured Party may seek the appointment of a successor Collateral Agent through binding arbitration conducted in accordance with the Federal Arbitration Act (or, if not applicable, applicable state law) and the Special Rules; provided, further, that if a successor Collateral Agent has not been appointed within ninety (90) days from notice of such resignation (or removal) then the resigning (or removed) Collateral Agent may appoint an interim Collateral Agent (which shall not be a Lender, a Noteholder or any Affiliate of any thereof) meeting the qualifications set forth above to act as Collateral Agent pending the appointment of a successor Collateral Agent through the procedure described herein. (b) The Collateral Agent may be removed without cause at any time by the vote of either the Required Lenders or the Required Noteholders and written notice thereof delivered to the Collateral Agent. If the Collateral Agent is so removed, the Required Senior Lenders shall have the right to select Secured Parties may appoint a replacement successor Collateral Agent by notice to in accordance with Section 2.9(a) hereof. (c) After the effective date of the resignation or removal of the Collateral Agent hereunder, the provisions of this Section 2 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under the Security Instruments and this Agreement; provided, however, that any liability of such Collateral Agent arising from the other Senior Lendersperformance of its obligations hereunder prior to such resignation or removal shall survive such resignation or removal. (iiid) Upon any replacement Each of the parties hereto, including any resigning or removed Collateral Agent, the Collateral Agent shall assign all agrees to execute whatever documents are necessary or reasonably requested, including without limitation amendments to or assignments of any of the liens upon and security interests in all Collateral under this Agreement and Security Instruments, to effect the Collateral Documents, and all right, title and interest resignation or removal of the Collateral Agent under this Agreement and all the Collateral Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Senior Lender other document executed pursuant to this Agreement and at to continue the expense perfection of the BorrowerLiens on the Collateral. (iv) No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided herein and shall have assumed in writing the obligations of the Collateral Agent hereunder and under the Collateral Documents. In the event that a replacement Collateral Agent shall not have been selected as provided herein or shall not have assumed such obligations within 90 days after the resignation or removal of the Collateral Agent, then the Collateral Agent may apply to a court of competent jurisdiction for the appointment of a replacement Collateral Agent. (v) Any replacement Collateral Agent shall be a bank, trust company, or insurance company having capital, surplus and undivided profits of at least $5,000,000,000.

Resignation and Removal of Collateral Agent. (ia) The Collateral Agent (A) may resign may, at any time upon with or without cause by giving forty-five (45) days’ prior written notice to the Senior LendersCollateral Servicer, each of the Grantors and each of the Beneficiaries, resign and be discharged of its responsibilities hereunder created, such resignation to become effective upon the appointment by the Beneficiaries of a successor Collateral Agent, and the acceptance of such appointment by such successor Collateral Agent. The Collateral Servicer, promptly upon receipt thereof, shall provide a copy of the notice from the Collateral Agent referred to in the preceding sentence to each Rating Agency with respect to each Beneficiary (B) without duplication). The Collateral Agent may be removed with respect to all of the Pledged Master Collateral by the Collateral Servicer at any time (with or without cause) upon thirty (30) days’ prior written notice by the written request of the Required Senior Lenders sent Collateral Servicer to the Collateral Agent Agent, the Grantors, the Beneficiaries and each of the Rating Agencies, and the other Senior Lenders. For appointment by each of the purposes Beneficiaries of a successor Collateral Agent; provided, however, that, with respect to any determination Financing Source and each Beneficiary related thereto, if a Collateral Servicer Default or an Amortization Event has occurred and is continuing (beyond all applicable grace and cure periods) with respect to such Financing Source, the right of Required Senior Lenders under this Section 2(h)(i), any Commitment or Loan and Reimbursement Obligations, Outstanding Letters of Credit Exposure or Senior Notes held by an Insolvent Entity shall be disregarded. (ii) If the Collateral Servicer to remove the Collateral Agent with respect to the Related Master Collateral shall resign or be removed, the Required Senior Lenders cease and such Beneficiary shall have the right to select a replacement remove the Collateral Agent by (with or without cause) with respect to such Related Master Collateral upon thirty (30) days’ written notice to the Collateral Agent and Servicer, the other Senior Lenders. (iii) Upon any replacement of the Collateral AgentRelated Grantors, the Collateral Agent shall assign all and each of the liens upon and security interests in all Collateral under this Agreement and the Collateral DocumentsRating Agencies with respect to such Beneficiary; provided, and all rightfurther, title and interest of the Collateral Agent under this Agreement and all the Collateral Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Senior Lender and at the expense of the Borrower. (iv) No resignation or that no removal of the Collateral Agent shall become be effective until the appointment of a replacement successor Collateral Agent and acceptance of such appointment by such Collateral Agent. Any removed Collateral Agent shall have been selected be entitled to its reasonable fees and expenses to the date the successor Collateral Agent assumes the Collateral Agent’s duties hereunder. The indemnification of Section 5.10 shall survive the termination of the other provisions of this Agreement as provided herein to the predecessor Collateral Agent. If no successor Collateral Agent shall be appointed and shall have assumed in writing approved within thirty (30) days from the obligations date of the giving of the aforesaid notice of resignation or within thirty (30) days from the date of such notice of removal, the Collateral Agent hereunder and under the Collateral Documents. In the event that a replacement Collateral Agent shall not have been selected as provided herein or shall not have assumed any such obligations within 90 days after the resignation or removal of the Collateral Agent, then the Collateral Agent Beneficiary may apply to petition a court of competent jurisdiction for to appoint a successor Collateral Agent to act until such time, if any, as a successor Collateral Agent shall be appointed as above provided. Any successor Collateral Agent so appointed by such court shall immediately upon its acceptance of such appointment without further act supersede any predecessor Collateral Agent. Upon the appointment of a replacement successor Collateral Agent. (v) Any replacement Agent hereunder and its acceptance of such appointment, the predecessor Collateral Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement. (b) The appointment, designation and acceptance referred to in Section 5.5(a) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor Collateral Agent, without any further act, deed or conveyance, all of the estate and title of its predecessors and upon such filing for record the successor Collateral Agent shall become fully vested with all the estates, properties, rights, powers, duties, authority and title of its predecessors; but any predecessor Collateral Agent shall nevertheless, on the written request of any Beneficiary, the Collateral Servicer, any Grantor or any successor Collateral Agent empowered to act as such at the time any such request is made, execute and deliver an instrument without recourse or representation transferring to such successor all the estates, properties, rights, powers, duties, authority and title of such predecessor hereunder and shall deliver all securities and moneys held by it to such successor Collateral Agent. Upon the appointment of a banksuccessor Collateral Agent hereunder, trust companythe predecessor Collateral Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement; provided, however, that the predecessor Collateral Agent will serve as nominee lienholder for the successor Collateral Agent with respect to those Pledged Vehicles on whose Certificate of Title the predecessor Collateral Agent had been named as lienholder prior to its resignation or insurance company having capital, surplus and undivided profits of at least $5,000,000,000removal pursuant to this Section 5.5.