Common use of Resignation of Agent; Successor Agent Clause in Contracts

Resignation of Agent; Successor Agent. Agent may resign on thirty (30) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent (provided that no such approval of Borrowing Agent shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements), and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. Agent may resign on thirty sixty (3060) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent the Loan Parties (provided that no such approval of Borrowing Agent by the Loan Parties shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements)Document, and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. Agent may resign on thirty sixty (3060) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders Xxxxxxx will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent Borrowers (provided that no such approval of Borrowing Agent by Borrowers shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Aircraft Mortgages, Pledge Agreement and all account control agreements), and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided herein the Agent may resign on at any time by giving thirty (30) days written notice thereof to each Lender and Borrowing the Lenders, the Swing Line Bank, the Floor Plan Agent and upon the Company. Upon any such resignation, Required Lenders will promptly (or, if the Required Lenders fail shall have the right to designate appoint a successor Agent Agent, subject to the approval of the Company, prior to the occurrence and continuance of an Event of Default, which approval shall not be unreasonably withheld. If within thirty (30) calendar days after the retiring Agent’s giving of notice of resignation no successor Agent shall have been so appointed by the Required Lenders, approved by the Company, prior to the occurrence and continuance of a Default or an Event of Default and shall have accepted such written noticeappointment, then the retiring Agent itself may) designate , on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank, organized or licensed under the laws of the United States or of any state thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent by a successor Agent reasonably satisfactory to Borrowing Agent (provided that no such approval of Borrowing Agent shall be required (i) in any case where hereunder and under the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any Notes, such successor Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements), and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as retiring Agent shall be terminated, without any other or further act or deed on discharged from its duties and obligations under this Agreement and the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens)Notes. After any retiring Agent’s resignation as Agentthe Agent hereunder and under the Notes, the provisions of this Article XIV, XII and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5, 13.4 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens)Notes.

Resignation of Agent; Successor Agent. Agent may resign on thirty (30) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders Xxxxxxx will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent (provided that no such notice to or approval of Borrowing Agent shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements)Document, and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. Agent may resign on from the performance of all or part of its functions and duties hereunder at any time by giving at least thirty (30) days calendar days’ prior written notice to each Lender Borrowers and Borrowing Agent and Lenders (the “Resignation Notice”). Such resignation shall take effect upon such resignation, Required Lenders will promptly the earlier of (or, if i) the Required Lenders fail to designate appointment of a successor Agent within thirty pursuant to this Agreement and (30ii) days after such written notice5:00 p.m. (New York City time) on the 30th calendar day following Receipt by Borrowers and Lenders of the Resignation Notice. Absent a voluntary resignation, Agent itself may) designate may not be removed or terminated as Agent. Upon receipt of any Resignation Notice, Requisite Lenders shall appoint a successor Agent reasonably satisfactory to Borrowing Agent with the consent of Borrowers, which consent shall not be unreasonably withheld, delayed or conditioned (provided that no such approval of Borrowing Agent shall be or required (i) in if any case where the successor Agent is one of the Lenders Default or (ii) after the occurrence and during the continuance of any Event of DefaultDefault exists). Agent shall continue as Agent hereunder until If a successor Agent is shall not have been so designated. Any such successor Agent shall succeed to appointed by the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all 30th calendar day following receipt of the Liens in Resignation Notice, the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgagesretiring Agent may, Pledge Agreement and all account control agreements), and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Lenders, appoint a successor Agent with the consent of Borrowers, which consent shall not be unreasonably withheld, delayed or conditioned (or required if any Default or Event of Default exists), who shall serve as Agent until such time as new Requisite Lenders appoint a successor Agent can obtain as provided above. If no successor Agent has been appointed pursuant to the foregoing within said 30 calendar day period, Requisite Lenders thereafter shall perform all the duties of Agent hereunder, until such time, if any, as Requisite Lenders appoint a fully validsuccessor Agent as provided above. Upon the appointment of a successor Agent, enforceable such successor Agent shall thereupon succeed to and perfected Lien on become vested with all Collateralthe rights, powers, privileges and duties of the retiring Agent and, upon the effective date of the retiring Agent’s resignation, the retiring Agent shall be discharged from its duties and obligations under the Loan Documents, provided that any indemnity rights or other rights in favor of such retiring Agent shall not be required to or have any liability or responsibility to take any further actions continue after and survive such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens)resignation and succession. After any Agent’s resignation as Agent, the The provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5, XI shall inure to its the benefit as of any Agent with respect to any actions taken or omitted to be not taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens)Loan Documents.

Resignation of Agent; Successor Agent. Agent may resign on thirty sixty (3060) days written notice to each Lender of Lenders and Borrowing Agent and upon such resignation, Required Lenders will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent (provided that no such approval of by Borrowing Agent shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements)Document, and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. Agent may resign on thirty sixty (3060) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent (provided that no such approval of by Borrowing Agent shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements)Document, and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. Agent may resign on thirty sixty (3060) days written notice to each Lender and Borrowing Agent Borrower Representative and upon such resignation, Required Lenders will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent Loan Parties (provided that no such approval of Borrowing Agent by Loan Parties shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement any Mortgages and all account control agreements), and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV16, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV 16 and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. Agent may resign on thirty sixty (3060) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders Xxxxxxx will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written noticewith the consent of Xxxxxxxxx, Agent itself may) designate a successor Agent reasonably satisfactory not to Borrowing Agent be unreasonably withheld, conditioned or delayed (provided that no such approval of Borrowing Agent by Borrowers shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement Agreements and all account control agreements), and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.517.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.517.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. Agent may resign on thirty sixty (3060) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders Xxxxxxx will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent Borrowers (provided that no such approval of Borrowing Agent by Borrowers shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Aircraft Mortgages, Pledge Agreement and all account control agreements), and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.517.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.517.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. Agent may resign on thirty sixty (3060) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent Borrowers (provided that no such approval of Borrowing Agent by Borrowers shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, the Pledge Agreement and all account control agreements), and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. Agent may resign on thirty sixty (3060) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent Borrowers (provided that no such approval of Borrowing Agent by Borrowers shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements), and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign on thirty at any time (30and, if Wachovia is acting as Agent at a time when Wachovia has disposed of all its Certificates, shall promptly resign) days written by giving notice thereof to each Lender the Lenders and Borrowing Borrowers, provided, that Agent and upon shall not, at the time of such resignation, Required take any actions to impair the rights or obligations of any party to the Proex Agreement. Upon any such resignation, Majority Lenders will promptly (or, if shall have the Required Lenders fail right to designate appoint a successor Agent Agent, who shall be either an affiliate of Wachovia or a Person reasonably acceptable to Borrower, and who shall be a bank having a combined capital, surplus, and undivided profits of not less than $100,000,000 and having its principal office in the United States of America. If, within thirty (30) 30 calendar days after such written noticethe retiring Agent's giving of notice of resignation, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent (provided that no such approval of Borrowing Agent shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is not so designatedappointed or does not accept such appointment, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, who shall be either an affiliate of Wachovia or a Person reasonably acceptable to Borrower and who shall be a bank having combined capital, surplus, and undivided profits of not less than $100,000,000 and having its principal office in the United States of America. Any Upon the acceptance of any appointment as agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges, and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements), retiring Agent and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as retiring Agent shall be terminated, without any other or further act or deed on discharged from its duties and obligations hereunder. If no Person meeting the part of foregoing qualifications is willing to accept such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need Lender or Agent may apply to be taken in order a court of competent jurisdiction to provide for the legally binding and valid transfer appoint such a successor or to relieve Agent of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely its duties as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens)hereunder.

Resignation of Agent; Successor Agent. Agent may resign on thirty sixty (3060) days written notice to each Lender Lxxxxx and Borrowing Borrower Agent and upon such resignation, Required Lenders Lxxxxxx will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent Borrowers (provided that no such approval of Borrowing Agent by Borrowers shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreementsControl Agreements), and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. (a) The Agent may at any time resign on thirty by giving ten (3010) days prior written notice thereof to each Lender and Borrowing Bank, the Paying Agent and upon the Company, provided -------- that no resignation shall be effective until a successor for the Agent is appointed. Upon such resignation, the Required Lenders will promptly Banks (or, if the Required Lenders fail Obligations have been paid in full and the Revolving Credit Commitments have terminated, the Paying Agent) shall have the right to designate appoint a successor Agent. If no successor Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after such written noticethe retiring Agent's giving of notice of resignation, then the retiring Agent itself may) designate , on behalf of the Required Banks or the Paying Agent, as applicable, appoint a successor Agent, which shall be a bank or trust company incorporated and doing business within the United States of America having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent reasonably satisfactory hereunder by a successor Agent, such successor Agent shall thereupon succeed to Borrowing Agent (provided that no such approval and become vested with all the rights, powers, privileges and duties of Borrowing the retiring Agent, and the retiring Agent shall be required discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. (ib) in any case where In the event a successor Agent agent is one appointed pursuant to the provisions of Section 11.4 of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any Loan Agreement, such successor Agent agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements)Agent hereunder, and the term “"Agent” " shall mean such successor agent effective upon its appointment, and the former Agent’s 's rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, parties to the Loan Agreement or any holders of the Revolving Credit Notes or Term Notes. Such former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility agrees to take any further such actions after as are reasonably necessary to effectuate the transfer of its rights, powers and duties to such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens)successor agent.

Resignation of Agent; Successor Agent. Agent may resign on thirty (30) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent (provided that no such notice to or approval of Borrowing Agent shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements)Document, and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the ​ provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. The Agent may resign on thirty sixty (3060) days days’ written notice to each Lender and Borrowing Agent the Borrower and upon such resignation, the Required Lenders will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent the Borrower (provided provided, that no such approval of Borrowing Agent by the Borrower shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of DefaultLenders). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of the Agent, and shall in particular succeed to all of the Agent’s right, title and interest in and to all of the Liens Lien in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements)Loan Document, and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding Notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens the Lien in the Collateral from former Agent to new Agent and/or for the perfection of any Liens the Lien in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens Lien solely as agent for perfection of such Liens Lien on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided provided, that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens Lien (other than to forego from taking any affirmative action to release any such LiensLien). After any Agent’s resignation as Agent, the provisions of this Article XIVSection 13, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. Agent may resign on thirty (30) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent (provided that no such notice to or approval of Borrowing Agent shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements)Document, and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any ​ actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. Agent may resign on thirty sixty (3060) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders Xxxxxxx will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent the Loan Parties (provided that no such approval of Borrowing Agent by the Loan Parties shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements)Document, and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. Administrative Agent or Collateral Agent may resign on thirty (30) days written notice to each Lender and Borrowing Borrower or the Required Lenders may remove the Administrative Agent and upon or Collateral Agent at any time. Upon such resignationresignation or removal, Required Lenders will promptly (or, if the Required Lenders fail to designate a successor Administrative Agent within thirty (30) days after such written noticeor Collateral Agent, Agent itself may) designate a successor Agent as applicable, reasonably satisfactory to Borrowing Agent Borrower (provided provided, that no such approval of Borrowing Agent by Borrower shall be required (i) in any case where the successor Administrative Agent or Collateral Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Administrative Agent or successor Collateral Agent shall succeed to the rights, powers and duties of the resigning Administrative Agent or Collateral Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements)as applicable, and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor agent Administrative Agent or such successor Collateral Agent, as applicable, effective upon its appointment, and the former Administrative Agent’s or former Collateral Agent’s, as applicable, rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or former Collateral Agent, as applicable. However, notwithstanding the foregoing, if at the time of the effectiveness of the new After Administrative Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the or Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Administrative Agent or Collateral Agent or removal of Administrative Agent or Collateral Agent as Administrative Agent or Collateral Agent, as applicable, the provisions of this Article XIVXIII, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.514.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentenceor Collateral Agent, the provisions of this Article XIV and any indemnification rights as applicable, under this Agreement. Notwithstanding anything to the contrary herein, including without limitation, rights arising under Section 17.5, shall inure to its benefit no Disqualified Person may be appointed as to any actions taken or omitted to be taken by it in connection with such Liens)a successor Administrative Agent and/or a successor Collateral Agent.

Resignation of Agent; Successor Agent. Agent may resign on thirty sixty (3060) days written notice to each Lender of Lenders and Borrowing Agent and upon such resignation, the Required Lenders will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent Borrowers (provided that no such approval of Borrowing Agent by Borrowers shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements)Document, and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. Agent may resign on thirty sixty (3060) days written notice to each Lender of Cash Collateral Providers and Borrowing Agent and upon such resignation, Required Lenders Cash Collateral Providers will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent (provided that no such approval of by Borrowing Agent shall be required (i) in any case where the successor Agent is one of the Lenders Cash Collateral Providers or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements)Document, and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. (a) The Agent may at any time resign on thirty by giving ten (3010) days prior written notice thereof to each Lender and Borrowing Bank, the Paying Agent and upon the Borrowers, provided that no resignation shall be effective until a successor for the Agent is appointed. Upon such resignation, the Required Lenders will promptly Banks (or, if the Required Lenders fail Obligations have been paid in full and the Revolving Credit Commitments have terminated, the Paying Agent) shall have the right to designate appoint a successor Agent. If no successor Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after such written noticethe retiring Agent's giving of notice of resignation, then the retiring Agent itself may) designate , on behalf of the Required Banks or the Paying Agent, as applicable, appoint a successor Agent, which shall be a bank or trust company incorporated and doing business within the United States of America having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent reasonably satisfactory hereunder by a successor Agent, such successor Agent shall thereupon succeed to Borrowing Agent (provided that no such approval and become vested with all the rights, powers, privileges and duties of Borrowing the retiring Agent, and the retiring Agent shall be required discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. (ib) in any case where In the event a successor Agent agent is one appointed pursuant to the provisions of Section 11.4 of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any Loan Agreement, such successor Agent agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements)Agent hereunder, and the term “"Agent” " shall mean such successor agent effective upon its appointment, and the former Agent’s 's rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, parties to the Loan Agreement or any holders of the Revolving Credit Notes or Term Notes. Such former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility agrees to take any further such actions after as are reasonably necessary to effectuate the transfer of its rights, powers and duties to such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens)successor agent.

Resignation of Agent; Successor Agent. Agent may resign on thirty (30) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders Xxxxxxx will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent (provided that no such notice to or approval of Borrowing Agent shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements)Document, and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately ​ ​ preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. Agent may resign on thirty (30) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent (provided that no such approval of by Borrowing Agent shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements)Document, and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. The Administrative Agent and the Collateral Agent may resign on thirty (30) days written notice to each Lender of the Lenders, the Issuers and Borrowing Agent the Lead Borrower and upon such resignation, Required the Requisite Lenders will promptly (or, if the Required Lenders fail to designate a successor Administrative Agent within thirty (30) days after such written notice, Agent itself may) designate a successor and Collateral Agent reasonably satisfactory to Borrowing Agent the Lead Borrower (provided that no such approval of Borrowing Agent by the Lead Borrower shall be required (i) in any case where the successor Administrative Agent and Collateral Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Administrative Agent and Collateral Agent shall succeed to the rights, powers and duties of the Administrative Agent and the Collateral Agent, and shall in particular succeed to all of the Administrative Agent and the Collateral Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other other Credit Document (including the Mortgages, Pledge Agreement Security Agreements, the Landlord Personal Property Collateral Access Agreements, Deposit Account Control Agreements and all account control agreements), Securities Account Control Agreements) and the term terms “Administrative Agent” and “Collateral Agent” shall mean such successor administrative and collateral agent effective upon its appointment, and the former Administrative Agent and Collateral Agent’s rights, powers and duties as Administrative Agent and Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent and Collateral Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Administrative Agent and Collateral Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from the former Collateral Agent to the new Collateral Agent and/or for the perfection of any Liens in the Collateral as held by the new Collateral Agent or it is otherwise not then possible for the new Collateral Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, the former Collateral Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of the new Collateral Agent until such time as the new Collateral Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that the Collateral Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIVSection 9, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.510.3, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event the resigning Collateral Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV Section 9 and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.510.3, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. Agent may resign on thirty sixty (3060) days written notice to each Lender (or such shorter notice as Required Lenders may agree to) and Borrowing Agent (provided, no notice shall be required to be given to Borrowing Agent if an Event of Default exists) and upon such resignation, Required Lenders Xxxxxxx will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent Borrowers (provided that no such approval of Borrowing Agent by Borrowers shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s 's right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the MortgagesDocument, Pledge Agreement Agreement, Maritime Security Documents and all account control agreements), and the term “"Agent” " shall mean such successor agent effective upon its appointment, and the former Agent’s 's rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s 's appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s 's resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).under

Resignation of Agent; Successor Agent. Agent may resign on thirty sixty (3060) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent Loan Parties (provided that no such approval of Borrowing Agent by Loan Parties shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s 's right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements), and the term “"Agent” " shall mean such successor agent effective upon its appointment, and the former Agent’s 's rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s 's appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such 222233776 Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s 's resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. Agent may resign on thirty sixty (3060) days written notice to each Lender of Cash Collateral Providers and Borrowing Agent and upon such resignation, Required Lenders Cash Collateral Providers will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent (provided that no such approval of by Borrowing Agent shall be required (i) in any case where the successor Agent is one of the Lenders Cash Collateral Providers or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements)Document, and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).any

Resignation of Agent; Successor Agent. (a) The Agent may at any time resign on thirty by giving ten (3010) days prior written notice thereof to each Lender Bank, the Administrative Agent, the Paying Agent, the Company and Borrowing Funding, provided that no resignation shall be effective until a -------- successor for the Agent and upon is appointed. Upon such resignation, the Required Lenders will promptly Banks (or, if the Required Lenders fail Obligations have been paid in full and the Revolving Credit Commitments have terminated, the Paying Agent) shall have the right to designate appoint a successor Agent. If no successor Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after such written noticethe retiring Agent's giving of notice of resignation, then the retiring Agent itself may) designate , on behalf of the Required Banks or the Paying Agent, as applicable, appoint a successor Agent, which shall be a bank or trust company incorporated and doing business within the United States of America having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent reasonably satisfactory hereunder by a successor Agent, such successor Agent shall thereupon succeed to Borrowing Agent (provided that no such approval and become vested with all the rights, powers, privileges and duties of Borrowing the retiring Agent, and the retiring Agent shall be required discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. (ib) in any case where In the event a successor Agent agent is one appointed pursuant to the provisions of (S).11.4 of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any Loan Agreement, such successor Agent agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements)Agent hereunder, and the term “"Agent” " shall mean such successor agent effective upon its appointment, and the former Agent’s 's rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, parties to the Loan Agreement or any holders of the Revolving Credit Notes or Term Notes. Such former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility agrees to take any further such actions after as are reasonably necessary to effectuate the transfer of its rights, powers and duties to such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens)successor agent.

Resignation of Agent; Successor Agent. Agent may resign on thirty sixty (3060) days written notice to each Lender (or such shorter notice as Required Lenders may agree to) and Borrowing Agent (provided, no notice shall be required to be given to Borrowing Agent if an Event of Default exists) and upon such resignation, Required Lenders will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent Borrowers (provided that no such approval of Borrowing Agent by Borrowers shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s 's right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgagesany Mortgages (if any), Pledge Agreement Agreement, Maritime Security Documents and all account control agreements), and the term “"Agent” " shall mean such successor agent effective upon its appointment, and the former Agent’s 's rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s 's appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s 's resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. Agent may resign on thirty sixty (3060) days written notice to each Lender (or such shorter notice as Required Lenders may agree to) and Borrowing Agent (provided, no notice shall be required to be given to Borrowing Agent if an Event of Default exists) and upon such resignation, Required Lenders will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent Borrowers (provided that no such approval of Borrowing Agent by Borrowers shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s 's right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the MortgagesDocument, Pledge Agreement Agreement, Maritime Security Documents and all account control agreements), and the term “"Agent” " shall mean such successor agent effective upon its appointment, and the former Agent’s 's rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s 's appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s 's resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. Agent may resign on thirty sixty (3060) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent Borrowers (provided that provided, that, no such approval of Borrowing Agent by Borrowers shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until If a successor Agent is shall not have been so designatedappointed within said sixty (60) day period, the retiring Agent may appoint a successor Agent reasonably satisfactory to Borrowers who shall serve as an Agent until such time, if any, as the Required Lenders appoint a successor Agent as provided above. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the MortgagesIntellectual Property Security Agreement, the Pledge Agreement and all account control agreements), and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral; provided, provided that that, Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. Agent may resign on thirty sixty (3060) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent Borrowers (provided that no such approval of Borrowing Agent by Borrowers shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the MortgagesIntellectual Property Security Agreement, the Pledge Agreement and all account control agreements), and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens). In the event no qualifying Person accepts appointment as successor Agent, resigning Agent’s resignation shall nonetheless become effective in accordance with a notice provided pursuant to this Section 14.4 and (1) resigning Agent shall be discharged from its duties and obligations hereunder and under the Other Documents (except that in the case of any Liens in the Collateral, resigning Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as a successor Agent is appointed, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens)), and (2) all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each applicable Secured Party directly, until such time as Required Lenders appoint a successor Agent as provided for above in this Section.

Resignation of Agent; Successor Agent. (a) The Agent may at any time resign on thirty by giving ten (3010) days prior written notice thereof to each Lender Bank, the Administrative Agent, the Paying Agent, the Company and Borrowing Funding, provided that no resignation shall be effective until a successor for the Agent and upon is appointed. Upon such resignation, the Required Lenders will promptly Banks (or, if the Required Lenders fail Obligations have been paid in full and the Revolving Credit Commitments have terminated, the Paying Agent) shall have the right to designate appoint a successor Agent. If no successor Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after such written noticethe retiring Agent's giving of notice of resignation, then the retiring Agent itself may) designate , on behalf of the Required Banks or the Paying Agent, as applicable, appoint a successor Agent, which shall be a bank or trust company incorporated and doing business within the United States of America having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent reasonably satisfactory hereunder by a successor Agent, such successor Agent shall thereupon succeed to Borrowing Agent (provided that no such approval and become vested with all the rights, powers, privileges and duties of Borrowing the retiring Agent, and the retiring Agent shall be required discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. (ib) in any case where In the event a successor Agent agent is one appointed pursuant to the provisions of (S)11.4 of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any Loan Agreement, such successor Agent agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements)Agent hereunder, and the term “"Agent” " shall mean such successor agent effective upon its appointment, and the former Agent’s 's rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, parties to the Loan Agreement or any holders of the Revolving Credit Notes or Term Notes. Such former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility agrees to take any further such actions after as are reasonably necessary to effectuate the transfer of its rights, powers and duties to such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens)successor agent.

Resignation of Agent; Successor Agent. Agent may resign on thirty (30) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent (provided that no such notice to or approval of Borrowing Agent shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements, Pledge Agreements and /or Mortgages), and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. Agent may resign on thirty (30) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders Xxxxxxx will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent (provided that no such notice to or approval of Borrowing Agent shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements, Pledge Agreements and /or Mortgages), and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. Agent may resign on thirty (30) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent (provided that no such approval of by Borrowing Agent shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements)Document, and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or 074658.18062/111245555v.10 for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. (a) Subject to the appointment and acceptance of a successor as provided below, each Agent may resign on thirty (30) days written at any time by giving notice thereof to each Lender the Lenders and Borrowing Agent and upon the Canadian Borrower. Upon any such resignation, Required Lenders will promptly (or, if the Required Lenders fail to designate shall appoint from among the Lenders a successor Agent administrative agent or security trustee, as applicable for the Lenders, which successor administrative agent or security trustee shall be consented to by the Canadian 146 Borrower, on behalf of itself and the other Borrowers, at all times other than during the existence of an Event of Default (which consent of the Canadian Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after such written noticethe applicable Agent's giving of notice of resignation, Agent itself may) designate then the Canadian Borrower may appoint a successor Agent reasonably satisfactory from among the Lenders to Borrowing act as Agent hereunder (provided that no subject to the acceptance of such approval appointment by the Lender so appointed). If the Canadian Borrower fails to make such appointment or the designated successor rejects such appointment or fails to accept such appointment within (30) days after the date the Canadian Borrower was entitled to make such appointment, then the applicable Agent may, on behalf of Borrowing the Lenders, after consultation with the Canadian Borrower, appoint a successor Administrative Agent or Security Trustee, as applicable. Upon the acceptance of any appointment as an Administrative Agent or Security Trustee hereunder by a successor, such successor Administrative Agent or Security Trustee shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence discharged from its duties and during the continuance of any Event of Default). Agent shall continue as Agent obligations hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements), and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new retiring Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens)Lender. After any retiring Agent’s 's resignation hereunder as such Agent, the provisions of this Article XIV, XIII and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5, 14.3 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent under this Agreement and/or Security Trustee, as applicable. If no successor agent has accepted appointment as Administrative Agent or Security Trustee, as applicable, by the date which is thirty (30) days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and in the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. (i) Notwithstanding anything to the contrary contained herein, Wachovia may, (A) upon thirty (30) days' notice to the Canadian Borrower and the Revolving Lenders, resign as an Issuing Lender and/or (B) upon thirty (30) days' notice to the Canadian Borrower, resign as the U.S. Swingline Lender. In the event resigning Agent continues of any such resignation as an Issuing Lender or the U.S. Swingline Lender, the Canadian Borrower shall be entitled to hold appoint from among the Lenders a successor Issuing Lender or the U.S. Swingline Lender hereunder; provided that no failure by the Canadian Borrower to appoint any Liens pursuant such successor shall affect the resignation of Wachovia as an Issuing Lender or the U.S. Swingline Lender, as the case may be. (ii) In the event that the U.S. Swingline Lender's Commitment is less than the U.S. Swingline Commitment, the Canadian Borrower may upon thirty (30) days' prior written notice to the provisions of Administrative Agent and the immediately preceding sentenceU.S. Swingline Lender, request that the provisions of this Article XIV and any indemnification rights U.S. Swingline Lender be replaced as the U.S. Swingline Lender under this Agreement. In the event of any such request, the Canadian Borrower shall, at its sole expense and effort, appoint from among the Revolving Lenders a successor U.S. Swingline Lender hereunder; provided that (A) no Revolving Lender shall be required to accept such appointment as successor U.S. Swingline Lender; (B) any successor U.S. Swingline Lender shall be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed); and (C) until a Revolving Lender shall have notified the Administrative Agent and the current U.S. Swingline in writing that it has agreed to act as a successor U.S. Swingline Lender, the current U.S. Swingline Lender shall continue as U.S. Swingline Lender hereunder. Upon the acceptance of any appointment as U.S. Swingline Lender hereunder by a successor, such successor U.S. Swingline Lender shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the replaced U.S. Swingline Lender, and the replaced U.S. Swingline Lender shall be discharged from its duties and obligations in its capacity as U.S. Swingline Lender without any other or further act or deed on the part of such replaced U.S. Swingline Lender or any other Lender. (iii) If Wachovia resigns as an Issuing Lender, it shall retain all the rights and obligations of an Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Lender and all L/C Obligations with respect thereto, including without limitation, rights arising under the right to require the Lenders to make Revolving Loans or fund risk participations for unreimbursed amounts of Letters of Credit pursuant to Section 17.5, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens)3.

Resignation of Agent; Successor Agent. Agent may resign on thirty sixty (3060) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent Loan Parties (provided that no such approval of Borrowing Agent by Loan Parties shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the MortgagesPledge Agreement, Pledge Agreement and all account control agreementsagreements and any Mortgages), and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. Agent may resign on thirty sixty (3060) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders Xxxxxxx will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent Loan Parties (provided that no such approval of Borrowing Agent by Loan Parties shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s 's right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements), and the term “"Agent” " shall mean such successor agent effective upon its appointment, and the former Agent’s 's rights, powers and duties as Agent 268323208 shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s 's appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s 's resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. Unless prohibited by Applicable Law, CS shall remain as Agent at least until the Availability Expiration Date and at any time thereafter, the Agent may resign on by giving thirty (30) days days’ prior written notice thereof to each Lender and Borrowing the Borrower, and the Agent and may be removed at any time with material cause by the Borrower, such resignation or removal to be effective only upon acceptance of its appointment of a successor Agent as provided herein. Upon any such resignationresignation or removal, Required Lenders will promptly (or, if the Required Lenders fail shall have the right to designate appoint a successor Agent, and (provided no Facility Event Default has occurred and is continuing) subject to the consent of the Borrower and the Servicers, such consent not to be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after any such written noticeresignation or removal, the retiring Agent itself may) designate , on behalf of the Lenders, appoint a successor Agent, which shall, regardless of who appoints such successor, be a Person having a nationally recognized reputation as an agent in syndicated credit facilities similar to this Agreement and expertise in aircraft financing transactions, which shall be a commercial banking institution organized under the laws of the United States (or any State thereof) or a branch or agency in the United States of a commercial banking institution and have a combined capital and surplus or net worth of at least $500,000,000. Upon the acceptance of any appointment as Agent reasonably satisfactory hereunder by a successor Agent, such successor agent shall thereupon succeed to Borrowing Agent (provided that no such approval and become vested with all the rights, powers, privileges and duties of Borrowing the retiring Agent, and the obligations under each Loan Document and the retiring or removed Agent shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence discharged from its duties and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge obligations under this Agreement and all account control agreements), and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens)Loan Documents. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5, X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. Agent may resign on thirty sixty (3060) days written notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders Xxxxxxx will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent Borrowers (provided that no such approval of Borrowing Agent by Borrowers shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the MortgagesIntellectual Property Security Agreement, the Pledge Agreement and all account control agreements), and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens). In the event no qualifying Person accepts appointment as successor Agent, resigning Agent’s resignation shall nonetheless become effective in accordance with a notice provided pursuant to this Section 14.4 and (1) resigning Agent shall be discharged from its duties and obligations hereunder and under the Other Documents (except that in the case of any Liens in the Collateral, resigning Agent shall continue to hold such Xxxxx solely as agent for perfection of such Xxxxx on behalf of new Agent until such time as a successor Agent is appointed, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens)), and (2) all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each applicable Secured Party directly, until such time as Required Lenders appoint a successor Agent as provided for above in this Section.

Resignation of Agent; Successor Agent. (a) Agent may resign on thirty sixty (3060) days days' written notice to each Lender and on 60 days' notice to Borrowing Agent (provided that no notice shall be required to be given to Borrowing Agent if an Event of Default has occurred and is continuing) and upon such resignation, Required Lenders will promptly (or, if the Required Lenders fail to designate a successor Agent within thirty (30) days after such written notice, Agent itself may) designate a successor Agent reasonably satisfactory to Borrowing Agent Borrowers (provided that no such approval of Borrowing Agent by Borrowers shall be required (i) in any case where the successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Agent shall continue as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s 's right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Mortgages (if any) and Pledge Agreement and all account control agreements), and the term “"Agent” " shall mean such successor agent effective upon its appointment, and the former Agent’s 's rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s 's appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral, provided that Agent shall not be required to or have any liability or responsibility to take any further actions after such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative action to release any such Liens). After any Agent’s 's resignation as Agent, the provisions of this Article XIV, and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.516.5 hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it in connection with such Liens).

Resignation of Agent; Successor Agent. (a) The Administrative Agent may resign on thirty at any time give notice of its resignation to the Lenders. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower (30) days which consent of the Borrower shall not be unreasonably withheld, conditioned or delayed (provided that the Borrower shall be deemed to have consented unless the Borrower shall object thereto by written notice to each Lender the Administrative Agent within ten Business Days after having received request for consent thereto) and Borrowing Agent shall not be required upon the occurrence and upon during the continuation of an Event of Default under clauses (a), (b), (h) or (i) of Article VII), to appoint a successor Administrative Agent. If no such resignation, Required Lenders will promptly (or, if successor shall have been so appointed by the Required Lenders fail to designate a successor Agent and shall have accepted such appointment within thirty (30) days after such written noticethe retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent itself may) designate may on behalf of the Lenders, appoint a successor Agent reasonably satisfactory to Borrowing Agent Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of a Lender (in each case, other than a Disqualified Lender or a Defaulting Lender); provided that if the retiring Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such approval of Borrowing appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be required (i) in discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any case where security interest granted to the successor Administrative Agent is one under any Security Document for the benefit of the Lenders or (ii) after Secured Parties, the occurrence and during the continuance of any Event of Default). retiring Administrative Agent shall continue to be vested with such security interest as Agent hereunder until a successor Agent is so designated. Any such successor Agent shall succeed collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rightsrights set forth in such Security Document and Loan Document, powers and duties and, in the case of any Collateral in the possession of the Administrative Agent, and shall in particular succeed to all of Agent’s right, title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document (including the Mortgages, Pledge Agreement and all account control agreements), and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens on behalf of new Agent Collateral, in each case until such time as new a successor Administrative Agent can obtain a fully valid, enforceable is appointed and perfected Lien on all Collateral, provided accepts such appointment in accordance with this Section 8.06 (it being understood and agreed that the retiring Administrative Agent shall not be required to have no duty or have any liability or responsibility obligation to take any further actions after such date as such agent for perfection action under any Security Document, including any action required to continue maintain the perfection of any such Liens security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that all payments, communications and determinations provided to be made by, to or through the retiring Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 8.06. (b) Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other than to forego from taking any affirmative action to release any such LiensLoan Documents (if not already discharged therefrom as provided above in this Section 9.06). After any the retiring Administrative Agent’s resignation as Agenthereunder and under the other Loan Documents, the provisions of this Article XIVVIII and Section 9.03 and all other rights, privileges, protections, immunities, and any indemnification rights under this Agreementindemnities granted to the Administrative Agent hereunder shall continue in effect for the benefit of such retiring Administrative Agent, including without limitationits co-agents, rights arising under Section 17.5, shall inure to its benefit as to sub-agents and attorneys-in-fact and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent or as collateral agent under Section 8.06(a). (c) Any corporation or association into which Wilmington Trust, National Association, may be converted or merged, or with which it while may be consolidated, or to which it was may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which Wilmington Trust, National Association is a party, will be and become the successor Administrative Agent under this Agreement (and in the event resigning Agent continues to hold any Liens pursuant will have and succeed to the provisions rights, privileges, protections, immunities, and indemnities of the immediately preceding sentenceAdministrative Agent hereunder and the other Loan Documents, without the provisions execution or filing of this Article XIV and any indemnification rights under this Agreement, including without limitation, rights arising under Section 17.5, shall inure to its benefit as to instrument or paper or the performance of any actions taken or omitted to be taken by it in connection with such Liens)further act.