Common use of Resignation of Security Trustee Clause in Contracts

Resignation of Security Trustee. (a) The Security Trustee may resign and appoint one of its Affiliates as successor by giving notice to the other Parties (or to the Agent on behalf of the Lenders). (b) Alternatively the Security Trustee may resign by giving notice to the other Parties (or to the Agent on behalf of the Lenders) in which case the Majority Lenders may appoint a successor Security Trustee. (c) If the Majority Lenders have not appointed a successor Security Trustee in accordance with paragraph (b) above within 30 days after the notice of resignation was given, the Security Trustee (after consultation with the Agent) may appoint a successor Security Trustee. (d) The retiring Security Trustee shall, at its own cost, make available to the successor Security Trustee such documents and records and provide such assistance as the successor Security Trustee may reasonably request for the purposes of performing its functions as Security Trustee under the Finance Documents. (e) The Security Trustee’s resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Transaction Security to that successor. (f) Upon the appointment of a successor, the retiring Security Trustee shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of Clauses 23 (Role of the Agent and the Arranger) and 24 (Role of Security Trustee). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (g) The Majority Lenders may, by notice to the Security Trustee, require it to resign in accordance with paragraph (b) above. In this event, the Security Trustee shall resign in accordance with paragraph (b) above.

Resignation of Security Trustee. (a) 28.23.1 The Security Trustee may resign and appoint one of its Affiliates as successor by giving notice to the other Parties (or Original Guarantor and to the Agent (on behalf of the Lenders). (b) 28.23.2 Alternatively the Security Trustee may resign by giving notice to the other Parties (or to the Agent on behalf of the Lenders) in which case the Majority Lenders may (after consultation with the Original Borrower) appoint a successor Security Trustee. (c) 28.23.3 If the Majority Lenders have not appointed a successor Security Trustee in accordance with paragraph (b) sub-clause 28.23.2 above within 30 days after the notice of resignation was given, the Security Trustee (after consultation with the Agent) may appoint a successor Security Trustee. (d) 28.23.4 The retiring Security Trustee shall, at its own cost, make available to the successor Security Trustee such documents and records and provide such assistance as the successor Security Trustee may reasonably request for the purposes of performing its functions as Security Trustee under the Finance Documents. (e) 28.23.5 The Security Trustee’s resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Transaction Security to that successor. (f) 28.23.6 Upon the appointment of a successor, the retiring Security Trustee shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of Clauses 23 27 (Role of the Agent and the Arranger) and 24 28 (Role of Security Trustee). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (g) 28.23.7 The Majority Lenders may, by notice to the Security Trustee, require it to resign in accordance with paragraph (b) sub-clause 28.23.2 above. In this event, the Security Trustee shall resign in accordance with paragraph (b) sub-clause 28.23.2 above.

Resignation of Security Trustee. (a) 11.1 The Security Trustee may resign as such hereunder at any time without assigning any reason therefore by giving not less than ten days' prior written notice to that effect upon satisfaction in full of all liabilities under the Facility Documents (the "Liabilities") and appoint one at any other time by giving not less than thirty days' prior written notice to that effect to each of the other parties hereto; or a Relevant Agent (acting on the instructions of the Majority Senior Lenders and the Majority Senior Subordinated Lenders acting together) may at any time terminate the appointment of the Security Trustee hereunder by giving not less than sixty days' prior written notice to each of the other parties hereto, provided that no such resignation or termination shall be effective until (i) a successor to the Security Trustee is appointed in accordance with the succeeding provisions of this Clause 11, (ii) all of the Security and title to the Secured Assets and all of the Security Trustee's rights, benefits and obligations under the Facility Documents have been validly transferred to such successor; (iii) such successor has confirmed its agreement to be bound by the provisions of this Agreement and all other related agreements to which the Security Trustee is a party; and (iv) all amounts then due or owing to the Security Trustee (whether in respect of fees, costs, expenses or otherwise) have been duly paid and no other amounts are then outstanding to the Security Trustee hereunder. 11.2 If the Security Trustee gives notice of its Affiliates resignation or its appointment is terminated pursuant to Clause 11.1, any reputable bank or other financial institution may be appointed as a successor by giving notice to the other Parties Security Trustee by Majority Senior Lenders and Majority Senior Subordinated Lenders (or to the Agent on behalf of the Lenders). (bacting together) Alternatively but, if no such successor is so appointed within a reasonable time, the Security Trustee may resign by giving notice to the other Parties (or to the Agent on behalf of the Lenders) in which case the Majority Lenders may appoint such a successor Security Trusteeitself. (c) 11.3 If the Majority Lenders have not appointed a successor Security Trustee in accordance with paragraph (b) above within 30 days after the notice of resignation was given, to the Security Trustee (after consultation with the Agent) may appoint a successor Security Trustee. (d) The retiring Security Trustee shall, at its own cost, make available to the successor Security Trustee such documents and records and provide such assistance as the successor Security Trustee may reasonably request for the purposes of performing its functions as Security Trustee is appointed under the Finance Documents. (e) The Security Trustee’s resignation notice shall only take effect upon provisions of Clause 11.2, (i) the appointment of a successor and (ii) the transfer of all of the Transaction Security to that successor. (f) Upon the appointment of a successor, the retiring resigning Security Trustee shall be discharged from any further obligation in respect of the Finance Documents hereunder but shall remain entitled to the benefit of the provisions of Clauses 23 5, 9, this Clause 11 and Clause 13 and (Role of the Agent and the Arrangerii) and 24 (Role of Security Trustee). Its such successor and each of the other Parties parties hereto shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Partyparty hereto. (g) The Majority Lenders may, by notice to the Security Trustee, require it to resign in accordance with paragraph (b) above. In this event, the Security Trustee shall resign in accordance with paragraph (b) above.

Resignation of Security Trustee. (a) The Security Trustee may resign and appoint one of its Affiliates as successor by giving notice to the other Parties (or to the Facility Agent on behalf of the Lenders). (b) Alternatively the Security Trustee may resign by giving notice to the other Parties (or to the Facility Agent on behalf of the Lenders) in which case the Majority Lenders may appoint a successor Security Trustee. (c) If the Majority Lenders have not appointed a successor Security Trustee in accordance with paragraph (b) above within 30 days after the notice of resignation was given, the Security Trustee (after consultation with the Facility Agent) may appoint a successor Security Trustee. (d) The retiring Security Trustee shall, at its own cost, make available to the successor Security Trustee such documents and records and provide such assistance as the successor Security Trustee may reasonably request for the purposes of performing its functions as Security Trustee under the Finance Documents. (e) The Security Trustee’s resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Transaction Security Trustee to that successor. (f) Upon the appointment of a successor, the retiring Security Trustee shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of Clauses 23 29 (Role of the Agent and Facility Agent, the Arranger, the Issuing Bank and Others) and 24 (Role of Security Trustee)this Clause 30. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (g) The Majority Lenders may, by notice to the Security Trustee, require it to resign in accordance with paragraph (b) above. In this event, the Security Trustee shall resign in accordance with paragraph (b) above.

Resignation of Security Trustee. (a) 28.25.1 The Security Trustee may resign and appoint one of its Affiliates as successor by giving notice to the other Parties (or Original Guarantor and to the Agent (on behalf of the Lenders). (b) 28.25.2 Alternatively the Security Trustee may resign by giving notice to the other Parties (or to the Agent on behalf of the Lenders) in which case the Majority Lenders may (after consultation with the Original Borrower) appoint a successor Security Trustee. (c) 28.25.3 If the Majority Lenders have not appointed a successor Security Trustee in accordance with paragraph (b) sub-clause 28.25.2 above within 30 days after the notice of resignation was given, the Security Trustee (after consultation with the Agent) may appoint a successor Security Trustee. (d) 28.25.4 The retiring Security Trustee shall, at its own cost, make available to the successor Security Trustee such documents and records and provide such assistance as the successor Security Trustee may reasonably request for the purposes of performing its functions as Security Trustee under the Finance Documents. (e) 28.25.5 The Security Trustee’s 's resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Transaction Security to that successor. (f) 28.25.6 Upon the appointment of a successor, the retiring Security Trustee shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of Clauses 23 27 (Role of the Agent and the Arranger) and 24 28 (Role of Security Trustee). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (g) 28.25.7 The Majority Lenders may, by notice to the Security Trustee, require it to resign in accordance with paragraph (b) sub-clause 28.25.2 above. In this event, the Security Trustee shall resign in accordance with paragraph (b) sub-clause 28.25.2 above.

Resignation of Security Trustee. (a) The Security Trustee may resign and appoint one of its Affiliates as successor by giving notice to the other Parties (or Company and to the Agent on behalf of the Lenders). (b) Alternatively the Security Trustee may resign by giving notice to the other Parties (or to the Agent on behalf of the Lenders) in which case the Majority Lenders may appoint a successor Security Trustee. (c) If the Majority Lenders have not appointed a successor Security Trustee in accordance with paragraph (b) above within 30 days after the notice of resignation was given, the Security Trustee (after consultation with the Agent) may appoint a successor Security Trustee. (d) The retiring Security Trustee shall, at its own cost, make available to the successor Security Trustee such documents and records and provide such assistance as the successor Security Trustee may reasonably request for the purposes of performing its functions as Security Trustee under the Finance Documents. (e) The Security Trustee’s 's resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Transaction Security to that successor. (f) Upon the appointment of a successor, the retiring Security Trustee shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of Clauses 23 28 (Role of the Agent and the Arranger) and 24 29 (Role of Security Trustee). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (g) The Majority Lenders may, by notice to the Security Trustee, require it to resign in accordance with paragraph (b) above. In this event, the Security Trustee shall resign in accordance with paragraph (b) above.