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 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 Loan and Reimbursement Obligations, Outstanding Letters of Credit Exposure or Senior Secured 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, 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 shall assign all of the liens upon and (ii) security interests in all Collateral under this Agreement and the Collateral Agent may at any time give notice Documents, and all right, title and interest of its resignation as the Collateral Agent under this Agreement and all the other First Lien Security Documents Collateral Documents, to each Authorized Representative the replacement Collateral Agent, without recourse to the Collateral Agent or any Senior Lender and at 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 expense of the Company Borrowers. (which consent shall not be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States, iv) No resignation or an Affiliate removal 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 until a replacement 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 have been selected as provided for above herein and shall have assumed in this Section 5.06. Upon writing 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 Collateral Documents, . In the Company agrees to use commercially reasonable efforts to transfer (and maintain 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 validity and priority of) the Liens in favor resignation or removal of the retiring Collateral Agent, then the Collateral Agent under may apply to a court of competent jurisdiction for the First Lien Security Documents to the successor 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 $250 million.

Resignation and Removal of Collateral Agent. Subject to the appointment of a successor as and to the extent set forth herein, (a) The Collateral Agent (i) may resign at any time upon notice to the Applicable Authorized Representative Lenders and (ii) may be removed at any time upon the written request of the Required Senior Lenders sent to the Collateral Agent and the other Lenders. (b) 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, 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. Lenders. (c) Upon receipt of any such notice of removal or resignation, the Applicable Authorized Representative shall have the right, upon obtaining the written consent replacement of the Company (which consent shall not be unreasonably withheld)Collateral Agent, 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 assign all of the Company liens upon and each Authorized Representative that no qualifying Person has accepted such appointmentsecurity interests in all Collateral under the Collateral Documents, then such resignation shall nonetheless become effective in accordance with such notice and (a) all right, title and interest of the retiring Collateral Agent under all the Collateral Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Lender and at the expense of the Company. In addition, the Collateral Agent shall be discharged from its duties execute such assignments and obligations hereunder amendments of UCC financing statements and under perform such other acts as are necessary or appropriate to maintain 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 due perfection of the security interests in and liens on the Collateral. (d) No resignation or removal 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 become effective until a replacement Collateral Agent shall have been selected as provided herein and shall have executed and delivered to each Authorized Representative directly, until such time Lender a joinder agreement in the form attached hereto as Exhibit A. In the Applicable Authorized Representative appoints event that a successor replacement Collateral Agent shall not have been selected as provided for above in this Section 5.06. Upon herein or shall not have assumed such obligations within 90 days after 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 resignation or removal of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and then the retiring Lender holding the largest outstanding amount of Senior Indebtedness may appoint the replacement Collateral Agent. (e) Any replacement Collateral Agent shall be discharged from all a Lender or a bank, trust company, or insurance company having capital, surplus and undivided profits 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 Agentat least $500 million.

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 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 The Collateral Agent may resign at any time give notice of its resignation as Collateral Agent under this Agreement by notifying the Lenders and the other First Lien Security Documents to each Authorized Representative and the CompanyBorrower. Upon receipt of any such notice of removal or resignation, the Applicable Authorized Representative Required Lenders shall have the right, upon obtaining with the written consent of the Company Borrower (which consent shall not be unreasonably withheldwithheld or delayed), to appoint a successor, which ; provided that no consent of the Borrower shall be a bank with an office in the United States, or an Affiliate required if any Event of any such bank with an office in the United StatesDefault has occurred and is continuing. If no such successor shall have been so appointed by the Applicable Authorized Representative Required Lenders 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 resignationresignation (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 Secured First Lien PartiesLenders, appoint a successor Collateral Agent meeting 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 qualifications set forth above; provided that if 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. (ii) 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 notify have been appointed by the Company Required Lenders and each Authorized Representative that no qualifying Person has shall have accepted such appointmentappointment within twenty (20) days (or such earlier date as shall be agreed by the Required Lenders (the “Removal Effective Date”)) which acceptance shall include execution by such successor Collateral Agent of a joinder supplement, then such resignation removal shall nonetheless become effective in accordance with such notice and on the Removal Effective Date. (aiii) With the retiring effect of the Resignation Effective Date or the Removal Effective Date, the 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 Loan 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, Lender directly and the Required Lenders shall perform all of the duties of the Collateral Agent hereunder until such time time, if any, as the Applicable Authorized Representative appoints Required Lenders appoint 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)above. After the retiring Collateral Agent’s resignation or removal or resignation hereunder and under the other First Lien Security Documentshereunder, 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, its sub-agents and their respective Affiliates Related Parties in respect of any actions taken or omitted to be taken by any of them 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 to the successor Collateral Agent.

Resignation and Removal of Collateral Agent. Subject to the appointment of a successor as and to the extent set forth herein, (ia) 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 If the Collateral Agent and (ii) the Collateral Agent may at any time give notice of its resignation shall resign as Collateral Agent under this Agreement and the other First Lien Security Documents (or be removed pursuant 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 withheldSection 2.9(b)), such resignation (or removal) to appoint be effective upon the appointment of 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 Required Secured First Lien Parties, 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; provided that if the above to act as Collateral Agent shall notify pending 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 appointment 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 through the request of the Applicable Authorized Representative or any other Secured First Lien Parties) and procedure described herein. (b) all payments, communications The Collateral Agent may be removed without cause at any time by the vote of either the Required Lenders or the Required Noteholders and determinations provided written notice thereof delivered to be made by, to or through the Collateral Agent. If the Collateral Agent shall instead be made by or to each Authorized Representative directlyis so removed, until such time as the Applicable Authorized Representative appoints Required Secured Parties may appoint a successor Collateral Agent as provided for above in this accordance with Section 5.06. Upon 2.9(a) hereof. (c) After the acceptance effective date of a successor’s appointment as the resignation or removal of the 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 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 performance of its obligations hereunder prior to such resignation or removal shall survive such resignation or removal. (d) Each of the parties hereto, including any resigning or removed Collateral Agent, agrees to execute whatever documents are necessary or reasonably requested, including without limitation amendments to or assignments of any of them while the retiring Collateral Agent was acting as Collateral Agent. Upon any notice of Security Instruments, to effect the resignation or removal or resignation of the Collateral Agent hereunder under this Agreement or any other document executed pursuant to this Agreement and under to continue the other First Lien Security Documents, the Company agrees to use commercially reasonable efforts to transfer (and maintain the validity and priority of) perfection of the Liens in favor of on the retiring Collateral Agent under the First Lien Security Documents to the successor Collateral AgentCollateral.

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).

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 Collateral 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 (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 Collateral Servicer to the Collateral Agent, the Grantors, the Beneficiaries and each of the Rating Agencies, and the appointment by each of the Beneficiaries of a successor Collateral Agent; provided, however, that, with respect to any 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 the Collateral Servicer to remove the Collateral Agent with respect to the Related Master Collateral shall cease and such Beneficiary shall have the right to remove the Collateral Agent (with or without cause) with respect to such Related Master Collateral upon thirty (30) days’ written notice to the Collateral Servicer, the Related Grantors, the Collateral Agent and each of the Rating Agencies with respect to such Beneficiary; 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 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 or any such notice Beneficiary may petition a court 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), competent jurisdiction 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 Beneficiary, the Collateral 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 Pledged 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 (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 to the appointment of a successor as and to the extent set forth herein, (a) The Collateral Agent (i) may resign at any time upon 60 days prior written notice to the Applicable Authorized Representative Lenders and the Company and (ii) may be removed at any time upon the written request of the Required Senior Lenders sent to the Collateral Agent and the other Lenders. (b) If the Collateral Agent shall resign or be removed, the Required Senior Lenders shall have the right to appoint 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 Lenders. (c) 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 executed and delivered to each Lender a joinder agreement in the form attached hereto as Exhibit A. In the event that a replacement Collateral Agent shall not have been selected as provided herein or shall not have assumed such obligations within 60 days after the resignation or removal of the Collateral Agent Agent, then the Lender holding the largest outstanding amount of Senior Indebtedness may at appoint the replacement Collateral Agent. (d) Upon the acceptance of any time give notice of its resignation appointment 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 resignationhereunder by a successor Collateral Agent, 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 Collateral Agent shall have been so appointed by thereupon succeed to and become vested with all the Applicable Authorized Representative rights, powers, privileges and shall have accepted such appointment within 30 days after such notice duties 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 hereunder. The retiring or removed Collateral Agent shall continue execute such assignments and amendments of UCC financing statements and perform such other acts as are necessary or appropriate to hold such collateral security solely for purposes of maintaining maintain the due perfection of the security interests of in and liens on 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 PartiesCollateral. (e) 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 Any replacement Collateral Agent shall be discharged from all a Lender or a bank, trust company, or insurance company having capital, surplus and undivided profits of its duties at least $500 million and obligations hereunder a long-term bank deposit rating of not less than "A" if rated by Standard & Poor's Ratings Group 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▇▇▇▇▇'▇ Investors Service.

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 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 if the Servicer is in default (beyond all applicable grace and cure periods) under this Agreement 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 shall cease and the HVF Secured Party shall have the right to remove the Collateral Agent (with or without cause) upon thirty (30) days’ written notice to the Servicer, the Grantors, 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 Collateral Agent (A) may resign at any time upon notice to the Applicable Authorized Representative Secured Parties, (B) may be removed at any time upon the written request of the Required Secured Parties sent to the Collateral Agent and the other Secured Parties and (C) shall resign at any time when it may not legally act as agent for the Secured Parties hereunder. (ii) If the Collateral Agent shall resign or be removed, the 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, 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. Secured Parties. (iii) Upon receipt of any such notice of removal or resignation, the Applicable Authorized Representative shall have the right, upon obtaining the written consent replacement of the Company (which consent shall not be unreasonably withheld)Collateral Agent, 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 assign all of the Company liens upon and each Authorized Representative that no qualifying Person has accepted such appointmentsecurity interests in all Collateral under the Collateral Documents, then such resignation shall nonetheless become effective in accordance with such notice and (a) all right, title and interest of the retiring Collateral Agent shall be discharged from its duties under all the Collateral Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Secured Party, and obligations hereunder transfer and under pay over to the replacement Collateral Agent all moneys and other First Lien Security Documents (except that in the case of any collateral security properties held by the Collateral Agent on behalf hereunder, all at the expense of the Secured First Lien Parties under any Company. (iv) No resignation or removal 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, become effective 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 replacement 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 have been selected as provided above herein and shall have assumed in this Section 5.06). After writing 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 obligations of the Collateral Agent hereunder and under the other First Lien Security Collateral Documents. In the event that a replacement Collateral Agent shall not have been selected and appointed as provided in clause (h)(ii) and have assumed such obligations within 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 any court of competent jurisdiction 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 Trustee as provided in clause (h)(ii). Any successor Collateral Agent 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 trust company, or insurance company having capital, surplus and undivided profits of at least $100 million, the Company agrees to use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor replacement of the retiring Collateral Agent under 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 First Lien Security Documents Trustee pursuant to clause (ii) above or by the successor Collateral AgentAgent pursuant to clause (h)(iv), the fees charged by such replacement Collateral Agent shall not be commercially unreasonable.

Resignation and Removal of Collateral Agent. Subject to the appointment of a successor as and to the extent set forth herein, (ia) 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 The Collateral Agent may at any time give notice of its resignation as Collateral Agent under this Agreement to the Secured Parties and the other First Lien Security Documents to each Authorized Representative and the CompanyBorrower. Upon receipt of any such notice of removal or resignation, the Applicable Authorized Representative Required Lenders shall have the right, upon obtaining the written subject, so long as no Event of Default has occurred and is continuing, to Borrower consent of the Company (which such consent shall not to be unreasonably withheldwithheld or delayed), 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 Required Lenders 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 resignationresignation (or such earlier day as shall be agreed by the Required Lenders), then the Borrower (so long as no Event of Default has occurred and is continuing and subject to the approval of the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed) or the retiring Collateral Agent maymay (but shall not be obligated to), on behalf of the Secured First Lien Parties, appoint a successor Collateral Agent meeting the qualifications set forth above; provided that if in no event shall such successor Collateral Agent be a Defaulting Lender. No removal or resignation of the Collateral Agent will become effective until the appointment of the successor Collateral Agent and until the successor Collateral Agent becomes a party to this Agreement by executing a joinder agreement assuming the rights and obligations of the outgoing Collateral Agent under the Loan Documents to which it is a party (the “Collateral Agent Replacement Effective Date”). (b) If the Person serving as Collateral Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders or (so long as no Event of Default has occurred and is continuing and subject to the approval of the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed) the Borrower may, to the extent permitted by applicable Law, by notice in writing to the Borrower (if such notice is being given by the Required Lenders) and such Person, remove such Person as Collateral Agent. The Collateral Agent may be removed by the Required Lenders (i) upon thirty (30) days’ notice without cause or (ii) immediately upon notice, if there is a breach by the Collateral Agent of any of its duties or material obligations hereunder or under any other Loan Documents or for gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final, non-appealable order) in connection with the performance of its duties hereunder or under any other Loan Documents. In the case of any such removal pursuant to this Section, the Required Lenders shall notify have the Company right, subject, so long as no Event of Default has occurred and each Authorized Representative that is continuing, to Borrower consent (such consent not to be unreasonably withheld or delayed), 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 qualifying Person has such successor shall have been so appointed by the Required L▇▇▇▇▇▇ and shall have accepted such appointmentappointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders), then the Borrower may (subject to the approval of the Administrative Agent, such resignation approval not to be unreasonably withheld, conditioned or delayed) appoint a successor Collateral Agent meeting the qualifications set forth above. In the event that the Person serving as Collateral Agent is also serving as the Administrative Agent and/or the Depositary, on the date of its removal as Collateral Agent pursuant to this Section 9.8(b), such Person’s appointment as Administrative Agent and/or the Depositary shall nonetheless become effective automatically cease and terminate on the same date as it ceases to be the Collateral Agent, and the rights and obligations of the Administrative Agent and the Depositary (as the case may be) in accordance connection with such notice termination shall be governed by Section 9.6(b) of the Credit Agreement and Section 9.15(b), respectively. With effect from the Collateral Agent Replacement Effective Date (a1) the retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunder and under the other First Lien Security Loan 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 Loan Documents, the retiring or removed 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 or deposit such security with no obligation to take any further action a court of competent jurisdiction (at the request expense of the Applicable Authorized Representative or any other Secured First Lien PartiesLenders)) and (b2) except for any indemnity payments or other amounts then owed to the retiring or removed Collateral Agent, 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 Lender directly, until such time time, if any, as the Applicable Authorized Representative appoints Required Lenders appoint a successor Collateral Agent as provided for above in this Section 5.06above. 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 (or retiredremoved) Collateral AgentAgent (other than any rights to indemnity payments or other amounts owed to the retiring or removed Collateral Agent as of the Collateral Agent Replacement Effective Date), and the retiring or removed Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other First Lien Security Loan Documents (if not already discharged therefrom in accordance with the provisions of this Section. The fees payable by the Borrower to a successor shall be the same as provided above in this Section 5.06)those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Collateral or removed C▇▇▇▇▇▇▇▇▇ Agent’s resignation or removal or resignation hereunder and under the other First Lien Security Loan Documents, the provisions of this Article IX and Section 10.11 shall continue in effect for the benefit of such retiring or removed Collateral Agent, its sub-agents and their respective Affiliates Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Collateral Agent was acting as Collateral Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Collateral Agent. Upon . (c) Any Person into which the Collateral Agent may be merged or converted or with which it may be consolidated, or any notice of removal Person resulting from any merger, conversion or resignation consolidation to which the Collateral Agent shall be a party, or any Person succeeding to the business of the Collateral Agent hereunder shall be the successor of the Collateral Agent without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto, except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding. (d) To the extent the Collateral Agent resigns or is removed pursuant to this Section 9.8 and a successor Collateral Agent has not been appointed by the Collateral Agent Replacement Effective Date, any party hereto may petition a court of competent jurisdiction to appoint a successor Collateral Agent for all purposes under the other First Lien Security DocumentsLoan Documents and put the Collateral at the disposal of such court of competent jurisdiction, and the Company agrees to use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor appointment of the retiring such successor Collateral Agent under the First Lien Security Documents to the successor Collateral Agentshall be binding on all parties.

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 The Collateral Agent may be removed at any time give notice of its resignation as with or without cause by Lender. The Collateral Agent under this Agreement may resign at any time by giving written notice thereof to Lender and Borrower. Each such notice shall set forth the other First Lien Security Documents to each Authorized Representative and the Companydate of such resignation. Upon receipt of any such notice of removal or resignation, the Applicable Authorized Representative Lender shall have the right, upon obtaining the written consent of the Company (which consent shall not be unreasonably withheld), right 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 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 notify become effective only when such successor accepts such appointment. If, within sixty days after the Company date of the retiring or removed Collateral Agent’s resignation or removal, as applicable, no successor Collateral Agent has been appointed and each Authorized Representative that no qualifying Person has accepted such appointment, then such the retiring or removed Collateral Agent’s resignation or removal, as applicable, shall nonetheless become be effective in accordance with as of such notice and (a) 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 Agent’s resignation or removal, the retiring or removed Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder under this Agreement 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 Loan 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 any retiring or removed Collateral Agent’s resignation or removal or resignation hereunder and under the other First Lien Security Documentshereunder, as applicable, the provisions of this Article 9 shall continue in effect for the to 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 it was Collateral Agent was acting as Collateral Agentunder the Loan Documents. Upon any notice of the removal or resignation of the Collateral Agent hereunder and under the other First Lien Security DocumentsAgent, 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 hereby agrees, at Borrower’s expense, to cooperate with Lender in transferring to the successor Collateral AgentAgent the Collection Account and all amounts therein, all documents, instruments, chattel paper and other items in its possession, and all UCC-1 financing statements naming it as secured party thereunder and hereby further agrees to cause to be promptly and duly taken, executed, acknowledged and 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 any duties and documents, instruments or chattel paper.

Resignation and Removal of Collateral Agent. Subject (i) The Collateral Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Trustee, the Credit Agent and the Borrower and may be removed at any time, with or without cause, by the Required Parties by written notice delivered to the Borrower, the Trustee and the Credit Agent. (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 have given such notice, then the Collateral Agent may 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 successor as and to the extent set forth herein, (i) the Applicable Authorized Representative may by notice to the Collateral Agent. Such court shall, 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 Partiesas it may deem proper, appoint a successor Collateral Agent meeting the qualifications set forth above; provided that if 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 shall notify under the Company and Shared Collateral Security Documents. Copies of 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 document or instrument shall be discharged from its duties delivered to the Trustee and obligations hereunder and under the other First Lien Security Documents (except that in the case Credit Agent. The appointment 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 pursuant to take any further action at this Section 5.5(a) shall become effective upon the request acceptance of the Applicable Authorized Representative or any other Secured First Lien Parties) such appointment 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 . (b) After any resignation or removal hereunder of 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 Section 5 shall continue in effect for the to 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 in connection with its agency hereunder 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 to the successor Collateral Agent.

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 The Collateral Agent may be removed at any time give notice of its resignation as with or without cause by Lender. The Collateral Agent under this Agreement may resign at any time by giving written notice thereof to Lender and Borrower. Each such notice shall set forth the other First Lien Security Documents to each Authorized Representative and the Companydate of such resignation. Upon receipt of any such notice of removal or resignation, the Applicable Authorized Representative Lender shall have the right, upon obtaining the written consent of the Company (which consent shall not be unreasonably withheld), right 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 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 notify become effective only when such successor accepts such appointment. If, within sixty days after the Company date of the retiring or removed Collateral Agent’s resignation or removal, as applicable, no successor Collateral Agent has been appointed and each Authorized Representative that no qualifying Person has accepted such appointment, then such the retiring or removed Collateral Agent’s resignation or removal, as applicable, shall nonetheless become be effective in accordance with as of such notice and (a) 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 Agent’s resignation or removal, the retiring or removed Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder under this Agreement 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 Loan 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 any retiring or removed Collateral Agent’s resignation or removal or resignation hereunder and under the other First Lien Security Documentshereunder, as applicable, the provisions of this Article 9 shall continue in effect for the to 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 it was Collateral Agent was acting as Collateral Agentunder the Loan Documents. Upon any notice of the removal or resignation of the Collateral Agent hereunder and under the other First Lien Security DocumentsAgent, 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 hereby agrees, at Borrower’s expense, to cooperate with Lender in transferring to the successor Collateral AgentAgent the Collection Account and all amounts therein, all Documents, Instruments, Chattel Paper and other items in its possession, and all UCC-1 financing statements naming it as secured party thereunder and hereby further agrees to cause to be promptly and duly taken, executed, acknowledged and 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 any duties and Documents, Instruments or Chattel Paper.

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 4.8.1. The Collateral Agent may resign at any time give notice of its resignation as Collateral Agent under this Agreement by notifying the Lenders and the other First Lien Security Documents to each Authorized Representative and the CompanyBorrower. Upon receipt of any such notice of removal or resignation, the Applicable Authorized Representative Required Lenders shall have the right, upon obtaining with the written consent of the Company Borrower (which consent shall not be unreasonably withheldwithheld or delayed), to appoint a successor, which ; provided that no consent of the Borrower shall be a bank with an office in the United States, or an Affiliate required if any Event of any such bank with an office in the United StatesDefault has occurred and is continuing. If no such successor shall have been so appointed by the Applicable Authorized Representative Required Lenders 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 resignationresignation (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 Secured First Lien PartiesLenders, appoint a successor Collateral Agent meeting 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 qualifications set forth above; provided that if 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 notify have been appointed by the Company Required Lenders and each Authorized Representative that no qualifying Person has shall have accepted such appointmentappointment within twenty (20) days (or such earlier date as shall be agreed by the Required Lenders (the “Removal Effective Date”)) which acceptance shall include execution by such successor Collateral Agent of a joinder supplement, then such resignation removal shall nonetheless become effective in accordance with such notice and (a) on the retiring Removal Effective Date. 4.8.3. With the effect of the Resignation Effective Date or the Removal Effective Date, the 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 Loan 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, Lender directly and the Required Lenders shall perform all of the duties of the Collateral Agent hereunder until such time time, if any, as the Applicable Authorized Representative appoints Required Lenders appoint 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)above. After the retiring Collateral Agent’s resignation or removal or resignation hereunder and under the other First Lien Security Documentshereunder, 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, its sub-agents and their respective Affiliates Related Parties in respect of any actions taken or omitted to be taken by any of them 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 to the successor Collateral Agent.

Resignation and Removal of Collateral Agent. Subject Collateral Agent may resign at any time upon 30 days' prior notice thereof to Company, Lenders and Agents. Collateral Agent may be removed at any time with or without 108 cause by an instrument or concurrent instruments in writing delivered to Collateral Agent and signed by Requisite Lenders; provided that Company may propose to Requisite Lenders the appointment removal 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 resignation of Collateral Agent or any such removal or resignationof Collateral Agent, Company shall have the Applicable Authorized Representative right to propose a successor Collateral 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 obtaining the written consent of the Company (which consent shall not be unreasonably withheld)five Business Days' notice to Company, 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 for any reason Requisite Lenders cannot then agree on a successor Collateral Agent, the resigning Collateral Agent 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 right to designate a successor Collateral Agent meeting after consulting with Company. Upon the qualifications set forth above; provided acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that if the successor Collateral Agent shall notify thereupon succeed to and become vested with all the Company rights, powers, privileges and each Authorized Representative that no qualifying Person has accepted such appointmentduties of the resigning or removed Collateral Agent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring resigning or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement. After any resigning or removed Collateral Agent's resignation or removal 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 Section 10 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 it was Collateral Agent, under this Agreement. If no successor collateral agent has accepted appointment as Collateral Agent was acting as by the date which is 30 days following a resigning Collateral Agent. Upon any 's notice of removal or 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 other First Lien Security Documentsuntil such time, 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 if any, as Requisite Lenders appoint a successor Collateral Agentcollateral agent as provided for above.

Resignation and Removal of Collateral Agent. Subject (a) The Collateral Agent may, at any time with or without cause by giving 60 days' prior written notice to Lessees' Representative and Agent, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the appointment of a successor as and to the extent set forth herein, (i) the Applicable Authorized Representative may Collateral Agent by notice to the Collateral Agent, each other Authorized Representative and with the Company and upon obtaining the prior consent of the Term Loan Authorized Lessees' 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 withheldwithheld or delayed, and the acceptance of such appointment by such successor Collateral Agent. The Collateral Agent may be removed at any time (with or without cause) and a successor Collateral Agent appointed by Agent, with the consent of 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 provisions of this Agreement to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate benefit of any such bank with an office in the United Statespredecessor Collateral Agent. If no such successor Collateral Agent shall have been so be appointed by the Applicable Authorized Representative and shall have accepted such appointment approved within 30 days after such from the date of the giving of the aforesaid notice of removal resignation or after within 30 days from the retiring date of such removal, the Collateral Agent gives notice or Agent may apply to any court of its resignation, then the retiring Collateral Agent may, on behalf of the Secured First Lien Parties, competent jurisdiction to 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 act until such time time, if any, as a successor Collateral Agent is shall have been appointed but with no obligation to take as above provided. Any successor Collateral Agent so appointed by such court shall immediately and without further act supersede any further action at the request of the Applicable Authorized Representative or any other Secured First Lien Parties) and predecessor Collateral Agent. (b) all payments, communications and determinations provided to be made by, to or through If at any time the Collateral Agent shall instead be made by resign or to each Authorized Representative directlyotherwise become incapable of acting, until such or if at any time as a vacancy shall occur in the Applicable Authorized Representative appoints office of the Collateral Agent 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 provided for above in this Section 5.06. Upon the acceptance may be required by applicable law) than appointment and designation of a successor’s appointment as successor Collateral Agent hereunder in writing, duly acknowledged, delivered to the predecessor Collateral Agent and under Lessees' Representative. (c) The appointment and designation referred to in Section 4.3(b) shall be full evidence of the First Lien Security Documentsright 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 the successor Collateral Agent shall succeed to and become fully vested with all of the estates, properties, rights, powers, privileges trusts, duties, authority and duties title of its predecessors; but any predecessor Collateral Agent shall, nevertheless on payment of its charges and on the retiring (written request of Agent, Lessees' Representative or retired) 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, trusts, duties, authority and title of such predecessor hereunder and shall deliver all securities and moneys held by it to such successor Collateral Agent. Should any deed, conveyance or other instrument in writing from Lessees be required by any successor Collateral Agent for more fully vesting in such successor Collateral Agent the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Collateral Agent, any and the retiring Collateral Agent shall be discharged from all of its duties such deeds, conveyances and obligations hereunder or under the other First Lien Security Documents (if not already discharged therefrom as provided above instruments in this Section 5.06). After the retiring Collateral Agent’s removal or resignation hereunder and under the other First Lien Security Documentswriting shall, the provisions of this Article shall continue in effect for the benefit on request of such retiring successor Collateral Agent, its sub-agents be executed, acknowledged and their respective Affiliates in respect of any actions taken or omitted to be taken delivered 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 AgentLessees.

Resignation and Removal of Collateral Agent. Subject to the appointment of a successor as and to the extent set forth herein, (ia) 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 If the Collateral Agent and (ii) the Collateral Agent may at any time give notice of its resignation 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 other First Lien Security Documents payment 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 outgoing Collateral Agent gives notice of its resignationall amounts owed to it hereunder, then the retiring Secured Creditors (other than the Collateral Agent may, on behalf of the Secured First Lien Parties, 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; provided that if the above to act as Collateral Agent shall notify pending 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 appointment 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 through the request of the Applicable Authorized Representative or any other Secured First Lien Parties) and procedure described herein. (b) all payments, communications The Collateral Agent may be removed without cause at any time by the vote of the Required Creditors and determinations provided written notice thereof delivered to be made by, to or through the Collateral Agent. If the Collateral Agent shall instead be made by or to each Authorized Representative directlyis so removed, until such time as the Applicable Authorized Representative appoints Required Creditors may appoint a successor Collateral Agent as provided for above in this accordance with Section 5.06. Upon 18(a) hereof. (c) After the acceptance effective date of a successor’s appointment as the resignation or removal of the 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 Agreement 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 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 performance of its obligations hereunder prior to such resignation or removal shall survive such resignation or removal. (d) Each of the parties hereto, including any resigning or removed Collateral Agent, agrees to execute whatever documents are necessary or reasonably requested, including without limitation amendments to or assignments of any of them while the retiring Collateral Agent was acting as Collateral Agent. Upon any notice of Security Instruments, to effect the resignation or removal or resignation of the Collateral Agent hereunder under this Agreement or any other document executed pursuant to this Agreement and under to continue the other First Lien Security Documents, the Company agrees to use commercially reasonable efforts to transfer (and maintain the validity and priority of) perfection of the Liens in favor of on the retiring Collateral Agent under the First Lien Security Documents to the successor Collateral AgentCollateral.

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 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, 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 shall assign all of the liens upon and (ii) security interests in all Collateral under this Agreement and the Collateral Agent may at any time give notice Documents, and all right, title and interest of its resignation as the Collateral Agent under this Agreement and all the other First Lien Security Documents Collateral Documents, to each Authorized Representative the replacement Collateral Agent, without recourse to the Collateral Agent or any Senior Lender and at 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 expense of the Company Borrower. (which consent shall not be unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States, iv) No resignation or an Affiliate removal 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 until a replacement 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 have been selected as provided for above herein and shall have assumed in this Section 5.06. Upon writing 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 Collateral Documents, . In the Company agrees to use commercially reasonable efforts to transfer (and maintain 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 validity and priority of) the Liens in favor resignation or removal of the retiring Collateral Agent, then the Collateral Agent under may apply to a court of competent jurisdiction for the First Lien Security Documents to the successor 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. 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 Borrower and upon obtaining the prior consent of the Term Loan Authorized Representative, Representative and 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 CompanyBorrower. 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 Borrower (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 Borrower 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 5.068.06. 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 5.068.06). 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 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 under the First Lien Security Documents to the successor Collateral Agent.

Resignation and Removal of Collateral Agent. Subject Collateral Agent may resign at any time upon 30 days' prior notice thereof to Company, Lenders and Collateral Agents. Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Collateral Agent and signed by Requisite Lenders; provided that Company may propose to Requisite Lenders the appointment removal 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 resignation of Collateral Agent or any such removal or resignationof Collateral Agent, Company shall have the Applicable Authorized Representative right to propose a successor Collateral 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 obtaining the written consent of the Company (which consent shall not be unreasonably withheld)five Business Days' notice to Company, 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 for any reason Requisite Lenders cannot then agree on a successor Collateral Agent, the resigning Collateral Agent 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 right to designate a successor Collateral Agent meeting after consulting with Company. Upon the qualifications set forth above; provided acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that if the successor Collateral Agent shall notify thereupon succeed to and become vested with all the Company rights, powers, privileges and each Authorized Representative that no qualifying Person has accepted such appointmentduties of the resigning or removed Collateral Agent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring resigning or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement. After any resigning or removed Collateral Agent's resignation or removal 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 Section 10 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 it was Collateral Agent, under this Agreement. If no successor collateral agent has accepted appointment as Collateral Agent was acting as by the date which is 30 days following a resigning Collateral Agent. Upon any 's notice of removal or 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 other First Lien Security Documentsuntil such time, 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 if any, as Requisite Lenders appoint a successor Collateral Agentcollateral agent as provided for above.

Resignation and Removal of Collateral Agent. Subject to the appointment of a successor as and to the extent set forth herein, (ia) 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 The Collateral Agent may at any time give resign and be discharged from its obligations and duties created hereunder with respect to one or more or all Series of Notes by giving not less than thirty (30) days prior written notice of its resignation as Collateral Agent under this Agreement and thereof to the other First Lien Security Documents parties to each Authorized Representative and the Companythis Agreement. Upon receipt of any receiving such notice of removal or resignation, the Applicable Authorized Representative Borrower shall have the right, upon obtaining the written consent of the Company (which consent shall not be unreasonably withheld), use its commercially reasonable efforts to promptly appoint a successorsuccessor Collateral Agent by written instrument, in duplicate, which instrument shall be a bank with an office in delivered to the United States, or an Affiliate resigning Collateral Agent and to the successor Collateral Agent. A copy of any such bank with an office in instrument shall be delivered to the United Statesother parties to this Agreement by the Borrower. If no such successor Collateral Agent shall have been so appointed by the Applicable Authorized Representative and shall have accepted such appointment within 30 thirty (30) days after the giving of such notice of removal or after resignation, the retiring resigning Collateral Agent gives notice may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. (b) If at any time the Collateral Agent shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Collateral Agent or of its resignationproperty shall be appointed, or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the retiring Borrower, or the Requisite Lenders will, upon ten (10) days’ prior written notice, be authorized to remove the Collateral Agent may, on behalf of the Secured First Lien Parties, and appoint a successor Collateral Agent meeting the qualifications set forth above; provided that if by written instrument, in duplicate, which instrument shall be delivered to the Collateral Agent so removed and to the successor Collateral Agent. A copy of such instrument shall notify be delivered to the Company and each Authorized Representative that other parties to this Agreement by the Borrower. If no qualifying Person successor Collateral Agent has accepted an appointment within ten (10) days after 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 Documentsremoval, the retiring Collateral Agent shall continue may petition any court of competent jurisdiction to hold such collateral security solely for purposes of maintaining appoint a successor Collateral Agent. (c) Requisite Lenders may at any time upon ninety (90) days advance written notice (with or without cause) remove the perfection of the security interests of the Secured First Lien Parties therein until such time as Collateral Agent and appoint a successor Collateral Agent is appointed but by written instrument or instruments, in triplicate, signed by such lenders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Borrower, one complete set to the Collateral Agent so removed, and one complete set to the successor Collateral Agent so appointed. All expenses incurred by the Collateral Agent in connection with no obligation its transfer of all documents relating to take any further action at the request Notes to a successor Collateral Agent following the removal of the Applicable Authorized Representative or any other Secured First Lien PartiesCollateral Agent without cause pursuant to this Section 15.7(c) and shall be reimbursed to the removed Collateral Agent within fifteen (b15) all paymentsdays of demand therefor, communications and determinations provided such reimbursement to be made byby the Lenders that terminated the Collateral Agent; provided, to or through however, that if such Lenders do not reimburse the Collateral Agent within such thirty (30) day period, such expenses shall instead be made reimbursed pursuant to Section 2.11. A copy of such instrument shall be delivered to the other parties to this Agreement by the successor Collateral Agent so appointed. (d) Any resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent pursuant to each Authorized Representative directly, any of the provisions of this Section 15.7 shall not become effective until such time as acceptance of appointment by 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 Agent15.8.

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 's 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 thirty (30) days written 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 and appoint a replacement Collateral AgentAgent hereunder. Upon any notice Such removal will, to the fullest extent permitted by applicable law, be effective on the earlier of removal or resignation (i) the date a replacement Collateral Agent is appointed (including where such appointment takes place prior to the expiration of the above-referenced thirty (30) days notice period and (ii) the date thirty (30) days after the giving of such notice by the Required Holders (regardless of whether a replacement 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 Agenthas been appointed).