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

Resignation and Removal of Collateral Agent. Subject to the appointment of a successor as and to the extent set forth herein, (i) the Applicable Authorized Representative may by notice to the Collateral Agent, each other Authorized Representative and the Company and upon obtaining the prior consent of the Term Loan Authorized Representative, the Revolving Authorized Representative and each other Authorized Representative of a Series of Secured First Lien Obligations consisting of term or revolving credit facilities remove the Collateral Agent and (ii) the Collateral Agent may at any time give notice of its resignation as Collateral Agent under this Agreement and the other First Lien Security Documents to each Authorized Representative and the Company. 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 Company (which consent shall not be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States, 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 gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured First Lien Parties, appoint a successor Collateral Agent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify the Company and each Authorized Representative that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Secured First Lien Parties under any of the First Lien 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 First Lien 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 First Lien 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 for above in this Section 5.06. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder and under the First Lien Security Documents, 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 First Lien Security Documents (if not already discharged therefrom as provided above in this Section 5.06). After the retiring Collateral Agent’s removal or resignation hereunder and under the other First Lien 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 other First Lien Security Documents, the Company agrees to use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to the successor Collateral Agent.

Resignation and Removal of Collateral Agent. Subject (a) The Collateral Agent may, at any time with or without cause by giving forty-five (45) days’ prior written notice to the Servicer, the Grantor and each of 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 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 with respect to all or a portion of the Vehicle Collateral by the Servicer at any time (with or without cause) upon thirty (30) days’ prior written notice by the Servicer to the Collateral Agent, the Grantor, the Secured Parties and each of the Rating Agencies, and the appointment by each of the Secured Parties of a successor Collateral Agent; provided, however, that (i) if the Servicer is in default (beyond all applicable grace and cure periods) of any obligation under this Agreement relating to the ZVF Vehicle Collateral or an Amortization Event with respect to any Series of Notes Outstanding has occurred and is continuing, the right of the Servicer to remove the Collateral Agent with respect to the ZVF Vehicle Collateral shall cease and the General Secured Party shall have the right to remove the Collateral Agent (with or without cause) with respect to the ZVF Vehicle Collateral upon thirty (30) days’ written notice to the Servicer, the Grantor, each Segregated Series Secured Party, the Collateral Agent and each of the Rating Agencies, if any, and (ii) if the Servicer is in default (beyond all applicable grace and cure periods) of any obligation under this Agreement relating to the ZVF Segregated Series Vehicle Collateral for any Segregated Series of Notes or an Amortization Event with respect to such Segregated Series of Notes has occurred and is continuing, the right of the Servicer to remove the Collateral Agent with respect to such ZVF Segregated Series Vehicle Collateral shall cease and the related Segregated Series Secured Party shall have the right to remove the Collateral Agent (with or without cause) with respect to the applicable ZVF Segregated Series Vehicle Collateral upon thirty (30) days’ written notice to the Servicer, the Grantor, each Segregated Series Secured Party, the Collateral Agent and each of the Rating Agencies; provided, further, that no removal of the Collateral Agent shall be effective until the appointment of a successor as Collateral Agent and acceptance of such appointment by such Collateral Agent. Any removed Collateral Agent shall be entitled to its reasonable fees and expenses to the extent set forth herein, (i) date the Applicable Authorized Representative may by notice to successor Collateral Agent assumes the Collateral Agent, each other Authorized Representative and ’s duties hereunder. The indemnification of Section 5.10 shall survive the Company and upon obtaining the prior consent termination of the Term Loan Authorized Representativeother provisions of this Agreement as to the predecessor Collateral Agent. If no successor Collateral Agent shall be appointed and approved within thirty (30) days from the date of the giving of the aforesaid notice of resignation or within thirty (30) days from the date of such notice of removal, the Revolving Authorized Representative and each other Authorized Representative of a Series of Secured First Lien Obligations consisting of term or revolving credit facilities remove the Collateral Agent and (ii) the Collateral Agent or any Secured Party may at any time give notice petition a court of its resignation as Collateral Agent under this Agreement and the other First Lien Security Documents competent jurisdiction to each Authorized Representative and the Company. 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 Company (which consent shall not be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States, 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 gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured First Lien Parties, appoint a successor Collateral Agent meeting the qualifications set forth above; provided that to act until such time, if the any, as a successor Collateral Agent shall notify 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 Company appointment of a successor Collateral Agent hereunder and each Authorized Representative that no qualifying Person has accepted its acceptance of such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring predecessor Collateral Agent shall be discharged of and from its duties any and all further obligations hereunder arising in connection with this Agreement. (b) The appointment, designation and under the other First Lien Security Documents (except that acceptance referred to in the case of Section 5.5(a) shall, after any collateral security held by the Collateral Agent on behalf required filing, be full evidence of the Secured First Lien Parties under 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 First Lien Security Documents, estate and title of its predecessors and upon such filing for record the retiring successor Collateral Agent shall continue 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, the Grantor or any successor Collateral Agent empowered to hold act as such collateral security solely for purposes 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 maintaining such predecessor hereunder and shall deliver all securities and moneys held by it to such successor Collateral Agent. Upon the perfection appointment of the security interests of the Secured First Lien Parties therein until such time as a successor Collateral Agent is appointed but with no obligation to take any further action at hereunder, the request of the Applicable Authorized Representative or any other Secured First Lien 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 for above in this Section 5.06. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder and under the First Lien Security Documents, 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 predecessor Collateral Agent shall be discharged of and from any and all of its duties and further obligations hereunder or under arising in connection with this Agreement; provided, however, that the other First Lien Security Documents (if not already discharged therefrom as provided above in this Section 5.06). After the retiring Collateral Agent’s removal or resignation hereunder and under the other First Lien 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 predecessor Collateral Agent was acting will be obligated to serve as Collateral Agent. Upon any notice of removal or resignation of the Collateral Agent hereunder and under the other First Lien Security Documents, the Company agrees to use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to nominee lienholder for the successor Collateral AgentAgent with respect to those Vehicles on whose Certificate of Title the predecessor Collateral Agent had been named as lienholder prior to its resignation or removal 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) may resign at any time upon notice to the Applicable Authorized Representative Secured Bank Creditors and Noteholders, and (B) may be removed at any time upon the written request of the Required Secured Creditors sent to the Collateral Agent and the other Secured Creditors. (ii) If the Collateral Agent shall resign or be removed, the Required Secured Creditors shall have the right to select a replacement Collateral Agent by notice to the Collateral Agent, each other Authorized Representative Agent and the Company and upon obtaining the prior consent other Secured Creditors. (iii) No resignation or removal of the Term Loan Authorized Representative, the Revolving Authorized Representative and each other Authorized Representative of a Series of Secured First Lien Obligations consisting of term or revolving credit facilities remove the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided herein and (ii) shall have assumed in writing the obligations of the Collateral Agent may at any time give notice of its resignation as hereunder and under the Collateral Documents. In the event that a replacement Collateral Agent under this Agreement and shall not have been selected as provided herein or shall not have assumed such obligations within 90 days after the other First Lien Security Documents to each Authorized Representative and the Company. Upon receipt of any such notice of resignation or removal or resignation, the Applicable Authorized Representative shall have the right, upon obtaining the written consent of the Company (which consent shall not be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States, 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 gives notice of its resignationAgent, then the retiring Collateral Agent may, on behalf of the Secured First Lien Partiesat its discretion, either appoint a successor replacement Collateral Agent meeting that meets the qualifications set forth above; provided that if the of clause (v) below or apply to a court of competent jurisdiction to appoint a replacement Collateral Agent shall notify the Company and each Authorized Representative that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and Agent. (aiv) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Secured First Lien Parties under any of the First Lien 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 First Lien 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 First Lien 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 for above in this Section 5.06. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder and under the First Lien Security Documentshereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring resigning or removed Collateral Agent (other any rights to indemnity payments or retired) other amounts owed to the resigning or removed Collateral AgentAgent as of the effective date of its replacement), and the retiring resigning or removed Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other First Lien Security Documents (if not already discharged therefrom Collateral Documents. The fees payable by the Credit Agreement Borrowers to a successor Collateral Agent shall be the same as provided above in this Section 5.06)those payable to its predecessor unless otherwise agreed between the Credit Agreement Borrowers and such successor. After the retiring resigning or removed Collateral Agent’s resignation or removal or resignation hereunder and under the other First Lien Security DocumentsCollateral Documents has become effective, the provisions of this Article Section 2 shall continue in effect for the benefit of such retiring resigning or removed Collateral Agent, its sub-agents and their respective Affiliates the other Indemnitees in respect of any actions taken or omitted to be taken by any of them while the retiring resigning or removed Collateral Agent was acting as Collateral Agent. Upon any notice of removal or resignation of the (v) Any replacement Collateral Agent hereunder shall be a bank, trust company, or insurance company having capital, surplus and under the other First Lien Security Documents, the Company agrees to use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor undivided profits of the retiring Collateral Agent under the First Lien Security Documents to the successor Collateral Agentat least $250,000,000.

Resignation and Removal of Collateral Agent. Subject (1) A resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent will become effective only upon the successor Collateral Agent’s acceptance of appointment as provided in this Section 5.20. (2) The Collateral Agent may resign in writing at any time and be discharged from its obligations hereunder created by so notifying the Issuers. Prior to the incurrence of Additional Secured Obligations, the Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Collateral Agent by so notifying the Collateral Agent and the Issuers in writing. After incurrence of the Additional Secured Obligations, the Required Secured Creditors may remove the Collateral Agent by so notifying the Collateral Agent and the Issuers in writing. The Issuers may remove the Collateral Agent if: (a) the Collateral Agent is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Collateral Agent under any Bankruptcy Law; (b) a custodian or public officer takes charge of the Collateral Agent or its property; or (c) the Collateral Agent becomes incapable of acting. (3) If the Collateral Agent resigns or is removed or if a vacancy exists in the office of Collateral Agent for any reason, the Issuers will promptly appoint a successor Collateral Agent. Within one year after the successor Collateral Agent takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes (and, after the issuance of any Additional Secured Obligations, solely the Required Secured Creditors) may appoint a successor Collateral Agent to replace the successor Collateral Agent appointed by the Issuers. (4) If a successor Collateral Agent does not take office within sixty (60) days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent, the Issuers, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes (and, after the issuance of any Additional Secured Obligations, the holders of at least 10% in aggregate principal amount of the then outstanding Secured Obligations) may petition any court of competent jurisdiction for the appointment of a successor as and to the extent set forth herein, (i) the Applicable Authorized Representative may by notice to the Collateral Agent, each other Authorized Representative and the Company and upon obtaining the prior consent of the Term Loan Authorized Representative, the Revolving Authorized Representative and each other Authorized Representative of a Series of Secured First Lien Obligations consisting of term or revolving credit facilities remove the . (5) A successor Collateral Agent and (ii) the Collateral Agent may at any time give notice will deliver a written acceptance of its resignation as Collateral Agent under this Agreement and the other First Lien Security Documents appointment to each Authorized Representative and the Company. 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 Company (which consent shall not be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States, 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 gives notice and to the Issuers. The resignation or removal of its resignationa Collateral Agent shall become effective only upon (a) the execution and delivery of such documents or instruments as are necessary to transfer the rights and obligations of the Collateral Agent under the Security Documents and (b) the recording or filing of such documents, then instruments or financing statements and the delivery of such Collateral as may be necessary to maintain the priority and perfection of any security interest granted by the Security Documents. Upon the acceptance of any appointment as the Collateral Agent by a successor Collateral Agent and compliance with the immediately preceding sentence, the resignation or removal of the retiring Collateral Agent maywill become effective, on behalf of and the Secured First Lien Parties, appoint a successor Collateral Agent meeting will have all the qualifications set forth above; provided that if rights, powers and duties of the Collateral Agent shall notify under the Company Indenture and each Authorized Representative that no qualifying Person has accepted such appointmentthe Security Documents, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall thereupon be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Secured First Lien Parties under any of the First Lien 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 First Lien 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 First Lien 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 for above in this Section 5.06. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder and under the First Lien Security Documents, 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 First Lien Security Documents (if not already discharged therefrom as provided above in this Section 5.06)Agreements. After the any retiring Collateral Agent’s removal or resignation hereunder and under the other First Lien Security Documentsresignation, the provisions of this Article hereof shall continue in effect for the inure to its benefit of such retiring Collateral Agent, its sub-agents and their respective Affiliates in respect of as to any actions taken or omitted to be taken by any of them it under the Secured Agreements while it was the retiring Collateral Agent was acting as Collateral Agent. Upon any The successor Collateral Agent will mail a notice of removal or resignation its succession to each Authorized Representative. Notwithstanding replacement of the Collateral Agent hereunder and under the other First Lien Security Documentspursuant to this Section 5.19, the Company agrees to use commercially reasonable efforts to transfer (and maintain Issuers’ obligations under Section 5.18 hereof will continue for the validity and priority of) the Liens in favor benefit of the retiring Collateral Agent. (6) If the Collateral Agent under consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the First Lien Security Documents to successor corporation without any further act will be the successor Collateral Agent.

Resignation and Removal of Collateral Agent. Subject (a) If the Collateral Agent shall resign as Collateral Agent under this Agreement, such resignation to be effective upon the earlier of (i) the appointment of a successor as and to the extent set forth herein, (i) the Applicable Authorized Representative may by notice to the Collateral Agent, each other Authorized Representative and the Company and upon obtaining the prior consent of the Term Loan Authorized Representative, the Revolving Authorized Representative and each other Authorized Representative of a Series of Secured First Lien Obligations consisting of term or revolving credit facilities remove the Collateral Agent and (ii) the date occurring thirty (30) days following such resignation, then the Required Secured Parties may appoint a successor Collateral Agent may at any time give notice of its resignation as Collateral Agent under this Agreement and for the other First Lien Security Documents to each Authorized Representative and the Company. 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 Company (which consent shall not be unreasonably withheld), to appoint a successorSecured Parties, which shall be a commercial bank with an office in or trust company organized under the laws of the United StatesStates of America or any state thereof having a combined surplus and capital of not less than $500,000,000, or an Affiliate of any such bank with an office in the United States. If no whereupon such successor Collateral Agent shall have been so appointed by succeed to the Applicable Authorized Representative rights, powers and duties of the former Collateral Agent and the obligations of the former Collateral Agent shall have accepted be terminated and canceled, without any other or further act or deed on the part of such appointment former Collateral Agent or any of the parties to this Agreement; provided, however, if the Required Secured Parties cannot agree as to a successor Collateral Agent within 30 thirty (30) days after such notice of removal or after the retiring Collateral Agent gives notice of its such resignation, then (i) the retiring resigning Collateral Agent may, on behalf of the Secured First Lien Parties, shall be permitted to appoint a successor Collateral Agent meeting the qualifications set forth aboveabove and willing to accept such role and the parties hereto agree to execute whatever documents are necessary to effect such action under this Agreement or any other document executed pursuant to this Agreement; provided that and (ii) if the Collateral Agent does not appoint any such successor Collateral Agent, the Secured Parties shall notify the Company and each Authorized Representative that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by act collectively as the Collateral Agent on behalf hereunder until such date as a new Collateral Agent is apppointed. (b) The Collateral Agent may be removed for cause at any time by the vote of the Required Secured First Lien Parties under any of and written notice thereof delivered to the First Lien Security DocumentsCollateral Agent. If the Collateral Agent is so removed, the retiring Collateral Agent Required Secured Parties shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the Secured First Lien Parties therein until such time as appoint a successor Collateral Agent is appointed but in accordance with no obligation to take any further action at Section 2.9(a) hereof. The Collateral Agent may not be removed by the request Required Secured Parties without cause. (c) After the effective date of the Applicable Authorized Representative resignation or any other Secured First Lien Parties) and (b) all payments, communications and determinations provided to be made by, to or through removal of 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 for above in this Section 5.06. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder and under the First Lien Security Documents, 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 First Lien Security Documents (if not already discharged therefrom as provided above in this Section 5.06). After the retiring Collateral Agent’s removal or resignation hereunder and under the other First Lien Security Documentshereunder, the provisions of this Article Section 2 shall continue in effect for the inure to its benefit of such retiring Collateral Agent, its sub-agents and their respective Affiliates in respect of as to any actions taken or omitted to be taken by any of them it while the retiring Collateral Agent it was acting as Collateral Agent. Upon any notice of removal or resignation of the Collateral Agent hereunder and under the other First Lien Security Documents, the Company agrees to use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents Instruments and this Agreement; provided, however, that any liability of such Collateral Agent arising from the performance of its obligations hereunder prior to the successor Collateral Agentsuch resignation or removal shall survive such resignation or removal.

Resignation and Removal of Collateral Agent. Subject (1) A resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent will become effective only upon the successor Collateral Agent’s acceptance of appointment as provided in this Section 5.19. (2) The Collateral Agent may resign in writing at any time and be discharged from its obligations hereunder created by so notifying the Issuers. Prior to the incurrence of Additional Secured Obligations, the Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Collateral Agent by so notifying the Collateral Agent and the Issuers in writing. After incurrence of the Additional Secured Obligations, the Required Secured Creditors may remove the Collateral Agent by so notifying the Collateral Agent and the Issuers in writing. The Issuers may remove the Collateral Agent if: (a) the Collateral Agent is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Collateral Agent under any Bankruptcy Law; (b) a custodian or public officer takes charge of the Collateral Agent or its property; or (c) the Collateral Agent becomes incapable of acting. (3) If the Collateral Agent resigns or is removed or if a vacancy exists in the office of Collateral Agent for any reason, the Issuers will promptly appoint a successor Collateral Agent. Within one year after the successor Collateral Agent takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes (and, after the issuance of any Additional Secured Obligations, solely the Required Secured Creditors) may appoint a successor Collateral Agent to replace the successor Collateral Agent appointed by the Issuers. (4) If a successor Collateral Agent does not take office within sixty (60) days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent, the Issuers, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes (and, after the issuance of any Additional Secured Obligations, the holders of at least 10% in aggregate principal amount of the then outstanding Secured Obligations) may petition any court of competent jurisdiction for the appointment of a successor as and to the extent set forth herein, (i) the Applicable Authorized Representative may by notice to the Collateral Agent, each other Authorized Representative and the Company and upon obtaining the prior consent of the Term Loan Authorized Representative, the Revolving Authorized Representative and each other Authorized Representative of a Series of Secured First Lien Obligations consisting of term or revolving credit facilities remove the . (5) A successor Collateral Agent and (ii) the Collateral Agent may at any time give notice will deliver a written acceptance of its resignation as Collateral Agent under this Agreement and the other First Lien Security Documents appointment to each Authorized Representative and the Company. 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 Company (which consent shall not be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States, 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 gives notice and to the Issuers. The resignation or removal of its resignationa Collateral Agent shall become effective only upon (a) the execution and delivery of such documents or instruments as are necessary to transfer the rights and obligations of the Collateral Agent under the Security Documents and (b) the recording or filing of such documents, then instruments or financing statements and the delivery of such Collateral as may be necessary to maintain the priority and perfection of any security interest granted by the Security Documents. Upon the acceptance of any appointment as the Collateral Agent by a successor Collateral Agent and compliance with the immediately preceding sentence, the resignation or removal of the retiring Collateral Agent maywill become effective, on behalf of and the Secured First Lien Parties, appoint a successor Collateral Agent meeting will have all the qualifications set forth above; provided that if rights, powers and duties of the Collateral Agent shall notify under the Company Indenture and each Authorized Representative that no qualifying Person has accepted such appointmentthe Security Documents, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall thereupon be discharged from its duties and obligations hereunder and under the other First Lien Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Secured First Lien Parties under any of the First Lien 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 First Lien 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 First Lien 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 for above in this Section 5.06. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder and under the First Lien Security Documents, 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 First Lien Security Documents (if not already discharged therefrom as provided above in this Section 5.06)Agreements. After the any retiring Collateral Agent’s removal or resignation hereunder and under the other First Lien Security Documentsresignation, the provisions of this Article hereof shall continue in effect for the inure to its benefit of such retiring Collateral Agent, its sub-agents and their respective Affiliates in respect of as to any actions taken or omitted to be taken by any of them it under the Secured Agreements while it was the retiring Collateral Agent was acting as Collateral Agent. Upon any The successor Collateral Agent will mail a notice of removal or resignation its succession to each Authorized Representative. Notwithstanding replacement of the Collateral Agent hereunder and under the other First Lien Security Documentspursuant to this Section 5.19, the Company agrees to use commercially reasonable efforts to transfer (and maintain Issuers’ obligations under Section 5.18 hereof will continue for the validity and priority of) the Liens in favor benefit of the retiring Collateral Agent. (6) If the Collateral Agent under consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the First Lien Security Documents to successor corporation without any further act will be the successor Collateral Agent.

Resignation and Removal of Collateral Agent. Subject (a) The Collateral Agent may, at any time with or without cause by giving forty-five (45) days’ prior written notice to the Servicer, 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 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 with respect to all or a portion of the Vehicle Collateral by the Servicer at any time (with or without cause) upon thirty (30) days’ prior written notice by the Servicer to the Collateral Agent, the Grantors, the Secured Parties and each of the Rating Agencies, and the appointment by each of the Secured Parties of a successor Collateral Agent; provided, however, that (i) if the Servicer is in default (beyond all applicable grace and cure periods) of any obligation under this Agreement relating to the HVF Vehicle Collateral or an Amortization Event with respect to any Series of Notes Outstanding has occurred and is continuing, the right of the Servicer to remove the Collateral Agent with respect to the HVF Vehicle Collateral shall cease and the HVF General Secured Party shall have the right to remove the Collateral Agent (with or without cause) with respect to the HVF Vehicle Collateral upon thirty (30) days’ written notice to the Servicer, the Grantors, each HVF Segregated Series Secured Party, the HGI Secured Party, the Collateral Agent and each of the Rating Agencies and (ii) if the Servicer is in default (beyond all applicable grace and cure periods) of any obligation under this Agreement relating to the HVF Segregated Series Vehicle Collateral for any Segregated Series of Notes or an Amortization Event with respect to such Segregated Series of Notes has occurred and is continuing, the right of the Servicer to remove the Collateral Agent with respect to such HVF Segregated Series Vehicle Collateral shall cease and the related HVF Segregated Series Secured Party shall have the right to remove the Collateral Agent (with or without cause) with respect to the applicable HVF Segregated Series Vehicle Collateral upon thirty (30) days’ written notice to the Servicer, the Grantors, each HVF Segregated Series Secured Party, the HGI Secured Party, the Collateral Agent and each of the Rating Agencies; provided, further, that no removal of the Collateral Agent shall be effective until the appointment of a successor as Collateral Agent and acceptance of such appointment by such Collateral Agent. Any removed Collateral Agent shall be entitled to its reasonable fees and expenses to the extent set forth herein, (i) date the Applicable Authorized Representative may by notice to successor Collateral Agent assumes the Collateral Agent, each other Authorized Representative and ’s duties hereunder. The indemnification of Section 5.10 shall survive the Company and upon obtaining the prior consent termination of the Term Loan Authorized Representativeother provisions of this Agreement as to the predecessor Collateral Agent. If no successor Collateral Agent shall be appointed and approved within thirty (30) days from the date of the giving of the aforesaid notice of resignation or within thirty (30) days from the date of such notice of removal, the Revolving Authorized Representative and each other Authorized Representative of a Series of Secured First Lien Obligations consisting of term or revolving credit facilities remove the Collateral Agent and (ii) the Collateral Agent or any Secured Party may at any time give notice petition a court of its resignation as Collateral Agent under this Agreement and the other First Lien Security Documents competent jurisdiction to each Authorized Representative and the Company. 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 Company (which consent shall not be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States, 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 gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured First Lien Parties, appoint a successor Collateral Agent meeting the qualifications set forth above; provided that to act until such time, if the any, as a successor Collateral Agent shall notify 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 Company appointment of a successor Collateral Agent hereunder and each Authorized Representative that no qualifying Person has accepted its acceptance of such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring predecessor Collateral Agent shall be discharged of and from its duties any and all further obligations hereunder arising in connection with this Agreement. (b) The appointment, designation and under the other First Lien Security Documents (except that acceptance referred to in the case of Section 5.5(a) shall, after any collateral security held by the Collateral Agent on behalf required filing, be full evidence of the Secured First Lien Parties under 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 First Lien Security Documents, estate and title of its predecessors and upon such filing for record the retiring successor Collateral Agent shall continue 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 hold act as such collateral security solely for purposes 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 maintaining such predecessor hereunder and shall deliver all securities and moneys held by it to such successor Collateral Agent. Upon the perfection appointment of the security interests of the Secured First Lien Parties therein until such time as a successor Collateral Agent is appointed but with no obligation to take any further action at hereunder, the request of the Applicable Authorized Representative or any other Secured First Lien 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 for above in this Section 5.06. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder and under the First Lien Security Documents, 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 predecessor Collateral Agent shall be discharged of and from any and all of its duties and further obligations hereunder or under arising in connection with this Agreement; provided, however, that the other First Lien Security Documents (if not already discharged therefrom as provided above in this Section 5.06). After the retiring Collateral Agent’s removal or resignation hereunder and under the other First Lien 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 predecessor Collateral Agent was acting will serve as Collateral Agent. Upon any notice of removal or resignation of the Collateral Agent hereunder and under the other First Lien Security Documents, the Company agrees to use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to nominee lienholder for the successor Collateral AgentAgent with respect to those Vehicles on whose Certificate of Title the predecessor Collateral Agent had been named as lienholder prior to its resignation or removal 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 Applicable Authorized Representative may by notice to the Collateral Agent, each other Authorized Representative and the Company and upon obtaining the prior consent of the Term Loan Authorized Representative, the Revolving Authorized Representative and each other Authorized Representative of a Series of Secured First Lien Obligations consisting of term or revolving credit facilities remove the Collateral Agent and (ii) the Collateral Agent may at any time give notice of its resignation as Collateral Agent under this Agreement to Company and the other First Lien Security Documents to each Authorized Representative and the CompanyHolders. Upon receipt of any such notice of removal or resignation, the Applicable Authorized Representative Company shall have the right, upon obtaining the written consent of the Company (which consent shall not be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United Statessuccessor Collateral Agent. If no such successor shall have been so appointed by the Applicable Authorized Representative Company and shall have accepted such appointment within 30 thirty (30) days after such notice of removal or after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured First Lien Parties, Required Holders may appoint a successor Collateral Agent meeting the qualifications set forth aboveAgent; provided that if the no such successor Collateral Agent shall notify the Company and each Authorized Representative that no qualifying Person has accepted such appointmentbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and (a1) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Note Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Secured First Lien Parties under any of the First Lien Security Documents, and the retiring Collateral Agent shall continue deliver the Collateral to hold such collateral security solely for purposes of maintaining or to the perfection written order of the security interests Holder holding the largest aggregate principal amount of the Secured First Lien 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 First Lien PartiesNotes) and (b2) 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 the Holders directly, until such time as the Applicable Authorized Representative appoints Required Holders appoint a successor Collateral Agent as provided for above in this Section 5.06Section. Upon the acceptance of a successor’s 's appointment as Collateral Agent hereunder and under the First Lien Security Documentshereunder, 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 First Lien Security Note Documents (if not already discharged therefrom as provided above in this Section 5.06Section). After the retiring , subject to Collateral Agent’s removal or resignation hereunder and under continuing rights pursuant to Section 15.3 of the other First Lien Security DocumentsNote Purchase Agreement. Anything herein to the contrary notwithstanding, if at any time, the provisions of this Article shall continue Required Holders determine, in effect for their sole discretion, that the benefit of such retiring Person serving as Collateral Agent is no longer an acceptable Collateral Agent, its sub-agents the Required Holders may, by notice to Company and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring such Person, remove such Person as Collateral Agent was acting as Collateral Agent. Upon any notice of removal or resignation of the and appoint a replacement Collateral Agent hereunder and under hereunder. Such removal will, to the other First Lien Security Documentsfullest extent permitted by applicable law, be effective on the Company agrees to use commercially reasonable efforts to transfer earlier of (and maintain the validity and priority ofi) the Liens in favor of the retiring date a replacement Collateral Agent under is appointed and (ii) the First Lien Security Documents to date thirty (30) days after the successor giving of such notice by the Required Holders (regardless of whether a replacement Collateral AgentAgent has been appointed).