Common use of Resignation and Removal of Shared Security Agent; Appointment of Successor Shared Security Agent Clause in Contracts

Resignation and Removal of Shared Security Agent; Appointment of Successor Shared Security Agent. (a) The Shared Security Agent may resign from the performance of all of its functions and duties under this Indenture or the Security Documents at any time upon at least 30 days prior written notice to the Company and the Trustee; provided that, such resignation shall not take effect unless and until a successor Shared Security Agent shall have been appointed. The Shared Security Agent may be removed at any time, with or without cause, by the Holders of not less than a majority of the principal amount of the Notes outstanding; provided that such removal shall not take effect unless and until a successor Shared Security Agent shall have been appointed. (b) Upon receiving notice of any such resignation or upon such removal, a successor Shared Security Agent shall be appointed by the Company; provided, however, that such successor Shared Security Agent shall be (x) a bank or trust company having a combined capital and surplus of at least US$50,000,000 with an office in Hong Kong, London and New York and (y) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Shared Security Agent. If the appointment of such successor shall not have become effective 15 days after the Shared Security Agent shall have given resignation notice or the removal, then the retiring Shared Security Agent may appoint a successor Shared Security Agent (on behalf of and at the cost of the Company) or the Company may petition a court of competent jurisdiction for the appointment of a successor Shared Security Agent. Such court shall, after such notice as it may deem proper, appoint a successor Shared Security Agent meeting the qualifications specified herein. The parties hereto hereby consent to such petition and appointment by the retiring Shared Security Agent so long as such criteria are met. (c) The resignation of a Shared Security Agent shall become effective on the date specified in the notice provided in accordance with Section 10.04(a), or, when a successor Shared Security Agent has been appointed whichever is earlier. The resignation or removal of a Shared Security Agent shall become effective only upon the execution and delivery of such documents and/or instruments as are necessary to transfer the rights and obligations of the Shared Security Agent under the Security Documents and the recording or filing of such documents, instruments or financing statements as may be necessary to maintain the priority and perfection of any security interest granted by any Security Document. Copies of each such document or instrument shall be delivered to the Trustee and the successor Shared Security Agent. The appointment of a successor Shared Security Agent pursuant to this Section 10.04 shall become effective upon the acceptance of such appointment (and execution by such successor of the documents, instruments or financing statements referred to above) and such successor Shared Security Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Shared Security Agent and shall be deemed to be the “Shared Security Agent.”