Common use of Successor Security Agent Clause in Contracts

Successor Security Agent. Security Agent may, and at the request of the Requisite Lenders shall, resign as Security Agent upon reasonable notice to Credit Facility Lenders and Borrower effective upon acceptance of appointment by a successor Security Agent. If Security Agent shall resign as Security Agent under this Agreement, the Requisite Lenders shall appoint from among Credit Facility Lenders a successor Security Agent for Credit Facility Lenders, which successor Security Agent shall be approved by Borrower (and such approval shall not be unreasonably withheld or delayed). If no successor Security Agent is appointed prior to the effective date of the resignation of Security Agent, Security Agent may appoint, after consulting with Credit Facility Lenders and Borrower, a successor Security Agent from among Credit Facility Lenders. Upon the acceptance of its appointment as successor Security Agent hereunder, such successor Security Agent shall succeed to all the rights, powers and duties of the retiring Security Agent and the term “Security Agent” shall mean such successor Security Agent and the retiring Security Agent’s appointment, powers and duties as Security Agent shall be terminated. After any retiring Security Agent’s resignation hereunder as Security Agent, the provisions of this Section 14, and Section 12.3, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Security Agent under this Agreement. Notwithstanding the foregoing, if (a) Security Agent has not been paid those fees referenced in Section 2.6.3 or has not been reimbursed for any expense reimbursable to it under Sections 12.2 or 12.3, in either case for a period of at least one (1) year and (b) no successor Security Agent has accepted appointment as Security Agent by the date which is thirty (30) days following a retiring Security Agent’s notice of resignation, the retiring Security Agent’s resignation shall nevertheless thereupon become effective and Credit Facility Lenders shall perform all of the duties of Security Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Security Agent as provided for above.

Successor Security Agent. Security Agent may, and at the request of the Requisite Lenders shall, resign (1) The institution acting as Security Agent upon reasonable or any successor thereto may resign at any time without cause by giving at least thirty (30) days’ prior written notice to Credit Facility Lenders Borrower and Borrower each Lender, such resignation to be effective upon the acceptance of appointment by a successor institution of its appointment as Security Agent. If In addition, a Majority in Interest of Lenders may at any time (but only with the consent of Borrower (unless an Event of Default shall have occurred and be continuing), which consent shall not be unreasonably withheld, delayed or conditioned) remove the institution acting as Security Agent without cause by an instrument in writing delivered to Borrower and Security Agent, and Security Agent shall resign promptly notify each Lender thereof in writing, such removal to be effective upon the acceptance by a successor institution of its appointment as Security Agent under this AgreementAgent. In the case of the resignation or removal of the institution acting as Security Agent, the Requisite a Majority in Interest of Lenders shall may appoint from among Credit Facility Lenders a successor Security Agent for Credit Facility Lendersagent by an instrument signed by such holders, which successor Security Agent shall be approved subject to approval by Borrower (unless an Event of Default shall have occurred and such be continuing), which approval shall not be unreasonably withheld or delayed). If no successor Security Agent is appointed prior to the effective date of the resignation of Security Agent, Security Agent may appoint, after consulting with Credit Facility Lenders and Borrower, a successor Security Agent from among Credit Facility Lenders. Upon the acceptance of its appointment as successor Security Agent hereunder, whereupon such successor Security Agent agent shall succeed to all the rights, powers and duties of the retiring Security Agent and the term “Security Agent” shall mean such successor Security Agent agent effective upon such appointment and approval and the retiring former Security Agent’s appointmentrights, powers and duties as Security Agent shall be terminated, without any other or further act or deed on the part of such former Security Agent or any of the parties to this Agreement or any holder of the Loan Certificates. If a successor is not appointed within thirty (30) days after such notice of resignation or removal, Security Agent, Borrower or any Lender may apply to any court of competent jurisdiction to appoint a successor to act until such time as agent by an instrument signed by such holders, as a successor is appointed as provided above. The court-appointed successor shall immediately and without further act be superseded by any successor appointed by the Majority in Interest of Lenders as provided for above. After any retiring Security Agent’s resignation hereunder as Security Agent, the provisions of this Section 14, and Section 12.3, 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Security Agent under this Agreement. Notwithstanding Agreement and the foregoing, if (a) Security Agent has not been paid those fees referenced in Section 2.6.3 or has not been reimbursed for any expense reimbursable to it under Sections 12.2 or 12.3, in either case for a period of at least one (1) year and (b) no successor Security Agent has accepted appointment as Security Agent by the date which is thirty (30) days following a retiring Security Agent’s notice of resignation, the retiring Security Agent’s resignation shall nevertheless thereupon become effective and Credit Facility Lenders shall perform all of the duties of Security Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Security Agent as provided for aboveother Operative Agreements.

Successor Security Agent. Security Agent may, and at the request of the Requisite Lenders shall, Société Générale may resign as Security Agent upon reasonable 30 days' notice to Credit Facility the Lenders, the Administrative Agent and the Borrower and the Required Lenders may at any time remove Société Générale as Security Agent without cause upon 30-days' notice in writing signed by the Required Lenders and Borrower delivered to the Administrative Agent, the Security Agent and the Borrower, such resignation or removal to be effective upon acceptance on the later of appointment by the date specified in such notice or the date on which a successor Security Agentagent is appointed hereunder. If Security Agent shall Société Générale should resign or be removed as Security Agent under this AgreementAgreement and the other Loan Documents, then the Requisite Required Lenders shall appoint from among Credit Facility the Lenders a successor Security Agent agent for Credit Facility the Lenders, which successor Security Agent agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(f) with respect to the Borrower shall have occurred and be approved continuing) be subject to approval by the Borrower (and such which approval shall not be unreasonably withheld or delayed). If no successor Security Agent is appointed prior to the effective date of the resignation of Security Agent, Security Agent may appoint, after consulting with Credit Facility Lenders and Borrower, a successor Security Agent from among Credit Facility Lenders. Upon the acceptance of its appointment as successor Security Agent hereunder, whereupon such successor Security Agent agent shall succeed to all the rights, powers and duties of the retiring Security Agent Agent, and the term “"Security Agent” " shall mean such successor Security Agent agent effective upon such appointment and approval, and the retiring former Security Agent’s appointment's rights, powers and duties as Security Agent shall be terminated, without any other or further act or deed on the part of such former Security Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Security Agent by the date that is 30 days following a retiring Security Agent's notice of resignation or the Required Lenders' notice of removal, the retiring Security Agent's resignation or its removal, as the case may be, shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Security Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Security Agent’s 's resignation hereunder or removal as Security Agent, the provisions of this Section 14, and Section 12.3, 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Security Agent under this Agreement. Notwithstanding Agreement and the foregoing, if (a) Security Agent has not been paid those fees referenced in Section 2.6.3 or has not been reimbursed for any expense reimbursable to it under Sections 12.2 or 12.3, in either case for a period of at least one (1) year and (b) no successor Security Agent has accepted appointment as Security Agent by the date which is thirty (30) days following a retiring Security Agent’s notice of resignation, the retiring Security Agent’s resignation shall nevertheless thereupon become effective and Credit Facility Lenders shall perform all of the duties of Security Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Security Agent as provided for aboveother Loan Documents.

Successor Security Agent. Security Agent may, and at the request of the Requisite Lenders shall, resign (1) The institution acting as Security Agent upon reasonable or any successor thereto may resign at any time without cause by giving at least thirty (30) days’ prior written notice to Credit Facility Lenders Borrower and Borrower each Lender, such resignation to be effective upon the acceptance of appointment by a successor institution of its appointment as Security Agent. If Security Agent shall resign as Security Agent under this AgreementIn addition, a Majority in Interest of the Requisite Lenders shall appoint from among Credit Facility Lenders a successor Security Agent for Credit Facility Lendersmay at any time (but only with the consent of Borrower, which successor Security Agent shall be approved by Borrower (and such approval consent shall not be unreasonably withheld withheld, delayed or delayed). If no successor conditioned) remove the institution acting as Security Agent is appointed prior without cause by an instrument in writing delivered to the effective date of the resignation of Borrower and Security Agent, and Security Agent may appointshall promptly notify each Lender thereof in writing, after consulting with Credit Facility Lenders and Borrower, such removal to be effective upon the acceptance by a successor Security Agent from among Credit Facility Lenders. Upon the acceptance institution of its appointment as successor Security Agent hereunder, such successor Security Agent shall succeed to all Agent. In the rights, powers and duties case of the retiring Security Agent and resignation or removal of the term “Security Agent” shall mean such successor Security Agent and the retiring Security Agent’s appointment, powers and duties as Security Agent shall be terminated. After any retiring Security Agent’s resignation hereunder institution acting as Security Agent, a Majority in Interest of the provisions of this Section 14Lenders may appoint a successor by an instrument signed by such holders, and Section 12.3, which successor shall inure be subject to its benefit as to any actions taken or omitted to be taken by it while it was Security Agent under this AgreementBorrower’s reasonable approval. Notwithstanding the foregoing, if (a) Security Agent has If a successor is not been paid those fees referenced in Section 2.6.3 or has not been reimbursed for any expense reimbursable to it under Sections 12.2 or 12.3, in either case for a period of at least one (1) year and (b) no successor Security Agent has accepted appointment as Security Agent by the date which is appointed within thirty (30) days following a retiring after such notice of resignation or removal, Security Agent’s notice , Borrower or any Lender may apply to any court of resignation, the retiring Security Agent’s resignation shall nevertheless thereupon become effective and Credit Facility Lenders shall perform all of the duties of Security Agent hereunder competent jurisdiction to appoint a successor to act until such time, if any, as a successor is appointed as provided above. The court-appointed successor shall immediately and without further act be superseded by any successor appointed by a Majority in Interest of the Requisite Lenders appoint a as above provided. (2) Any successor institution acting as Security Agent, however appointed, shall execute and deliver to Borrower and the predecessor institution acting as Security Agent an instrument accepting such appointment and assuming the obligations of Security Agent arising from and after the time of such appointment, and thereupon, without further act, such successor shall become vested with all the estates, properties, rights, powers, and duties of the predecessor hereunder as if originally named Security Agent herein; but nevertheless upon the written request of such successor Security Agent, such predecessor shall execute and deliver an instrument transferring to such successor, all the estates, properties, rights, and powers of such predecessor, and such predecessor shall duly assign, transfer, deliver, and pay over to such successor all money or other property then held by such predecessor hereunder. Any successor Security Agent shall be bound by all actions taken or omitted to be taken under the Operative Agreements by each predecessor Security Agent. (3) Any successor institution acting as provided for aboveSecurity Agent, however appointed, shall be a bank or trust company that has a combined capital and surplus of at least $500,000,000, if such an institution is then willing, able, and legally qualified to perform the duties of Security Agent hereunder upon reasonable or customary terms.

Successor Security Agent. Security Agent may, and at the request of the Requisite Lenders shall, resign (a) The institution acting as Security Agent upon reasonable or any successor thereto may resign at any time without cause by giving at least thirty (30) days’ prior written notice to Credit Facility Lenders Borrower and Borrower each Lender, such resignation to be effective upon the acceptance of appointment by a successor institution of its appointment as Security Agent. If In addition, a Majority in Interest of the Lenders in respect of all Aircraft may at any time (but only with the consent of Borrower (unless an Event of Default shall have occurred and be continuing), which consent shall not be unreasonably withheld, delayed or conditioned) remove the institution acting as Security Agent without cause by an instrument in writing delivered to Borrower and Security Agent, and Security Agent shall resign promptly notify each Lender thereof in writing, such removal to be effective upon the acceptance by a successor institution of its appointment as Security Agent under this AgreementAgent. In the case of the resignation or removal of the institution acting as Security Agent, a Majority in Interest of the Requisite Lenders shall in respect of all Aircraft may appoint from among Credit Facility Lenders a successor Security Agent for Credit Facility Lendersagent by an instrument signed by such holders, which successor Security Agent shall be approved subject to approval by Borrower (unless an Event of Default shall have occurred and such be continuing), which approval shall not be unreasonably withheld or delayed). If no successor Security Agent is appointed prior to the effective date of the resignation of Security Agent, Security Agent may appoint, after consulting with Credit Facility Lenders and Borrower, a successor Security Agent from among Credit Facility Lenders. Upon the acceptance of its appointment as successor Security Agent hereunder, whereupon such successor Security Agent agent shall succeed to all the rights, powers and duties of the retiring Security Agent and the term “Security Agent” shall mean such successor Security Agent agent effective upon such appointment and approval and the retiring former Security Agent’s appointmentrights, powers and duties as Security Agent shall be terminated, without any other or further act or deed on the part of such former Security Agent or any of the parties to this Agreement or any holder of the Equipment Notes. If a successor is not appointed within thirty (30) days after such notice of resignation or removal, Security Agent, Borrower or any Lender may apply to any court of competent jurisdiction to appoint a successor to act until such time as agent by an instrument signed by such holders, as a successor is appointed as provided above. The court-appointed successor shall immediately and without further act be superseded by any successor appointed by the Majority in Interest of the Lenders in respect of all Aircraft as provided for above. After any retiring Security Agent’s resignation hereunder as Security Agent, the provisions of this Section 14, and Section 12.3, 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Security Agent under this Agreement. Notwithstanding Agreement and the foregoing, if (a) Security Agent has not been paid those fees referenced in Section 2.6.3 or has not been reimbursed for any expense reimbursable to it under Sections 12.2 or 12.3, in either case for a period of at least one (1) year and (b) no successor Security Agent has accepted appointment as Security Agent by the date which is thirty (30) days following a retiring Security Agent’s notice of resignation, the retiring Security Agent’s resignation shall nevertheless thereupon become effective and Credit Facility Lenders shall perform all of the duties of Security Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Security Agent as provided for aboveother Operative Agreements.

Successor Security Agent. Security Agent mayacknowledges that its ------------------------ current intention is to remain Security Agent hereunder. Nevertheless, Security Agent may resign at any time by giving written notice thereof to the Purchasers and at Pledgor. Security Agent may be removed involuntarily for any reason upon the request affirmative vote of the Requisite Lenders shall, resign as Security Agent upon reasonable notice to Credit Facility Lenders and Borrower effective upon acceptance of appointment by a successor Security AgentMajority Purchasers. If Security Agent shall resign as Security Agent under this AgreementUpon any such resignation or removal, the Requisite Lenders Majority Purchasers shall have the right, without the consent of Pledgor to appoint from among Credit Facility Lenders a successor Security Agent for Credit Facility Lenders, which successor Security Agent shall be approved by Borrower (a commercial bank or an affiliate thereof having a combined capital and such approval shall not be unreasonably withheld surplus of at least $250,000,000 or delayed)is otherwise reasonably acceptable to Pledgors. If no successor Security Agent is shall have been so appointed prior to by the effective date Majority Purchasers, and shall have accepted such appointment, within 30 days after the retiring Security Agent's giving of notice of resignation or the Purchasers' removal of the resignation of retiring Security Agent, the retiring Security Agent may appointmay, after consulting with Credit Facility Lenders and Borroweron behalf of the Purchasers, appoint a successor Security Agent from among Credit Facility LendersAgent, which shall be a commercial bank or an affiliate thereof having a combined capital and surplus of at least $250,000,000. Upon the acceptance of its any appointment as Security Agent by a successor Security Agent hereunderAgent, such successor Security Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Security Agent and the term “Security Agent” shall mean such successor Security Agent , and the retiring Security Agent’s appointment, powers Agent shall be discharged from its continuing duties and duties obligations as Security Agent shall be terminatedhereunder. After any retiring Security Agent’s 's resignation or removal hereunder as Security Agent, the provisions of this Section 14, and Section 12.3, Article 2 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Security Agent under this Agreement. Notwithstanding the foregoing, if (a) Security Agent has not been paid those fees referenced in Section 2.6.3 or has not been reimbursed for any expense reimbursable to it under Sections 12.2 or 12.3, in either case for a period of at least one (1) year and (b) no successor Security Agent has accepted appointment as Security Agent by the date which is thirty (30) days following a retiring Security Agent’s notice of resignation, the retiring Security Agent’s resignation shall nevertheless thereupon become effective and Credit Facility Lenders shall perform all of the duties of Security Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Security Agent as provided for above.

Successor Security Agent. Security Agent may, and at the request of the Requisite Lenders Xxxxxxx shall, resign as Security Agent upon reasonable notice to Credit Facility Lenders Xxxxxxx and Borrower effective upon acceptance of appointment by a successor Security Agent. If Security Agent shall resign as Security Agent under this Agreement, the Requisite Lenders shall appoint from among Credit Facility Lenders a successor Security Agent for Credit Facility Lenders, which successor Security Agent shall be approved by Borrower Xxxxxxxx (and such approval shall not be unreasonably withheld or delayed). If no successor Security Agent is appointed prior to the effective date of the resignation of Security Agent, Security Agent may appoint, after consulting with Credit Facility Lenders and BorrowerXxxxxxxx, a successor Security Agent from among Credit Facility LendersXxxxxxxx Xxxxxxx. Upon the acceptance of its appointment as successor Security Agent hereunder, such successor Security Agent shall succeed to all the rights, powers and duties of the retiring Security Agent and the term “Security Agent” shall mean such successor Security Agent and the retiring Security Agent’s appointment, powers and duties as Security Agent shall be terminated. After any retiring Security Agent’s resignation hereunder as Security Agent, the provisions of this Section 14, and Section 12.3, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Security Agent under this Agreement. Notwithstanding the foregoing, if (a) Security Agent has not been paid those fees referenced in Section 2.6.3 or has not been reimbursed for any expense reimbursable to it under Sections 12.2 or 12.3, in either case for a period of at least one (1) year and (b) no successor Security Agent has accepted appointment as Security Agent by the date which is thirty (30) days following a retiring Security Agent’s notice of resignation, the retiring Security Agent’s resignation shall nevertheless thereupon become effective and Credit Facility Lenders shall perform all of the duties of Security Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Security Agent as provided for above.