Common use of Resignation of the Security Agent Clause in Contracts

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) and the Unsecured Representative(s). (b) Alternatively the Security Agent may resign by giving notice to the other Parties in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), appoint a successor Security Agent. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 days after the notice of resignation was given, the Security Agent (after consultation with the other Agents) may, with the approval of the Company (acting reasonably), appoint a successor Security Agent. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and (ii) enter into and deliver to the successor Security Agent those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Debt Documents to the successor Security Agent. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Security Property to that successor. (g) Upon the appointment of a successor, the Retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 21.19 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, remain entitled to the benefit of Clauses 21 (The Security Agent), 25.1 (Debtors’ indemnity) and 25.3 (Primary Creditors’ indemnity). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (h) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtor.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Companyother Parties (or to the Agent on behalf of the Lenders), subject to (i) receipt of all necessary authorisations from the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) U.S. Department of State and the Unsecured Representative(s)Department and (ii) such successor Security Agent agreeing to become bound to the Assurance Letter in accordance with its terms. (b) Alternatively the Security Agent may resign by giving thirty (30) days’ notice to the other Parties (or the Agent on behalf of the Lenders), in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), Lenders may appoint a successor Security Agent, subject to (i) receipt of all necessary authorisations from the U.S. Department of State and the Department and (ii) such successor Agent agreeing to become bound to the Assurance Letter in accordance with its terms. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors Lenders have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 twenty (20) days after the notice of resignation was given, the retiring Security Agent (after consultation with the other AgentsAgent) may, with the approval of the Company (acting reasonably), may appoint a successor Security AgentAgent subject to receipt of all necessary authorisations from the U.S. Department of State and the Department. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Finance Documents; and . The Borrower shall, within three (ii3) enter into and deliver to Business Days of demand, reimburse the successor retiring Security Agent those for the amount of all costs and expenses (including, but not limited to, legal fees) properly incurred by it in making available such documents and effect any registrations as may be required for the transfer or assignment of all of its rights records and benefits under the Debt Documents to the successor Security Agentproviding such assistance. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice shall only take effect upon upon: (i) the appointment of a successor and successor; and (ii) the transfer of all of the Transaction Security Property to that successor. (gf) Upon the appointment of a successor, the Retiring retiring Security Agent shall be discharged from any further obligation in respect of the Debt Finance Documents (other than its obligations under paragraph (b) of Clause 21.19 26.24 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, shall remain entitled to the benefit of Clauses 21 this Clause 26.13 and Clause 14.4 (The Indemnity to the Security Agent), 25.1 ) (Debtors’ indemnityand any Security Agent fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) and 25.3 (Primary Creditors’ indemnitythat date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hg) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) Xxxxxxx may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignationthe Borrower. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtor.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Company, the Senior other Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Parties and the Unsecured Representative(s)Obligors’ Agent. (b) Alternatively the Security Agent may resign by giving notice to the other Secured Parties and the Obligors’ Agent, in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, Lenders (after consultation with the approval of the Company (acting reasonably), Obligors’ Agent) may appoint a successor Security Agent. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors Lenders have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 days after the notice of resignation was given, the retiring Security Agent (after consultation with the other AgentsObligors’ Agent) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) shall make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Transaction Documents; and. (iie) The retiring Security Agent shall enter into and deliver to the successor Security Agent those documents and effect any registrations as may be reasonably required for the transfer or assignment of all of its rights and benefits under the Debt Transaction Documents to the successor Security Agent. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice shall only take effect upon only (i) upon the appointment of a successor and (ii) the transfer of all of the Security Property to that successor. (g) Upon the appointment of a successor, the Retiring retiring Security Agent shall be discharged from any further obligation in respect of the Debt Transaction Documents (other than its obligations under paragraph (b) of Clause 21.19 (Winding up of trust) and under paragraph (de) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, shall remain entitled to the benefit of Clauses 21 (The Security Agent), 25.1 (Debtors’ indemnity) and 25.3 (Primary Creditors’ indemnity)this Clause 29. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that such successor had been an original Party. (h) The Majority Senior LendersAfter consultation with the Obligors’ Agent, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company Lenders may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above. (i) The Security Agent shall resign in accordance with Paragraph (b) above and (and, to the Company extent applicable, shall use reasonable endeavours to appoint a successor Security Agent but pursuant to Paragraph (c) above) if on or after the cost referred date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Security Agent under the Finance Documents, either: (i) the Security Agent fails to respond to a request under Clause 13.6 (FATCA Information) and a Lender reasonably believes that the Security Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Security Agent pursuant to Clause 13.6 (FATCA Information) indicates that the Security Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Security Agent notifies the Obligors’ Agent and the Lenders that the Security Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in paragraph (deach case) above shall a Lender reasonably believes that a Party will be for required to make a FATCA Deduction that would not be required if the account of Security Agent were a FATCA Exempt Party, and that Lender, by notice to the Company or any other DebtorSecurity Agent, requires it to resign.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) other Finance Parties and the Unsecured Representative(s)Borrowers. (b) Alternatively Alternatively, the Security Agent may resign by giving 30 days' notice to the other Finance Parties and the Borrowers, in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), Lenders may appoint a successor Security Agent. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors Lenders have not appointed a successor Security Agent in accordance with paragraph (b‎(b) above within 30 20 days after the notice of resignation was given, the retiring Security Agent (after consultation with the other Agents) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own the Borrowers' cost: (i) , make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Finance Documents; and (ii) enter into and deliver to . The Borrowers shall indemnify the successor retiring Security Agent those prior to it being required to undertake any actions referred to in this sub-paragraph for the amount of all costs and expenses (including legal fees) to be properly incurred by it in making available such documents and effect any registrations as may be required for the transfer or assignment of all of its rights records and benefits under the Debt Documents to the successor Security Agentproviding such assistance. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s 's resignation notice shall only take effect upon upon: (i) the appointment of a successor and successor; and (ii) the transfer transfer, by way of a document expressed as a deed, of all of the Security Property to that successor. (gf) Upon the appointment of a successor, the Retiring retiring Security Agent shall be discharged discharged, by way of a document executed as a deed, from any further obligation in respect of the Debt Finance Documents (other than its obligations under paragraph (b‎(b) of Clause 21.19 ‎30.25 (Winding up of trust) and under paragraph (d‎(d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, shall remain entitled to the benefit of Clauses 21 Clause ‎13.4 (Indemnity to the Security Agent) and this Clause ‎30 (The Security Agent), 25.1 (Debtors’ indemnity) and 25.3 any other provisions of a Finance Document which are expressed to limit or exclude its liability (Primary Creditors’ indemnityor to indemnify it) in acting as Security Agent. Any fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that such successor had been an original Party. (hg) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company Lenders may, by notice to the Security Agent, require it to resign in accordance with paragraph (b‎(b) above. In this event, the Security Agent shall resign in accordance with paragraph (b‎(b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d‎(d) above shall be for the account of the Company Borrowers. (h) The consent of the Borrowers (or any other DebtorTransaction Obligor) is not required for an assignment or transfer of rights and/or obligations by the Security Agent.

Resignation of the Security Agent. (a) The Security Agent may may, without ascribing a reason and without being responsible for any cost or liability arising therefrom, resign and appoint one of its Affiliates as successor by giving notice to the CompanyParent, the Senior Secured CreditorsParticipating Creditors (via the Administrative Agent), the Second Lien CreditorsRefinancing Creditors (via the relevant Refinancing Creditor Representative and each Noteholder (via, for any Noteholder represented by a Noteholder Trustee, the High Yield Representative(s) and the Unsecured Representative(srelevant Noteholder Trustee). (b) Alternatively the Security Agent may may, without ascribing a reason and without being responsible for any cost or liability arising therefrom, resign by giving notice to the other Parties in which case the Majority Senior LendersInstructing Group may (to the extent reasonably practicable, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, in consultation with the approval of the Company (acting reasonablyParent), appoint a successor Security Agent. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors have Instructing Group has not appointed a successor Security Agent in accordance with paragraph (b) above within 30 days after the notice of resignation was given, the Security Agent (after consultation with the other AgentsAdministrative Agent (and unless a Default has occurred and is continuing, the Parent)) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent (such successor Security Agent to be a financial institution or trustee company of good standing with (to the extent applicable, a credit rating at least equivalent to that of the Security Agent)). (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) , make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and (ii) enter into and deliver to the successor Security Agent those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Debt Documents to the successor Security Agent. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice shall only take effect upon (i) and the appointment of a successor Security Agent shall become effective upon satisfaction of the following conditions: (i) the successor Security Agent notifying the Parent and the retiring Security Agent that it accepts its appointment, (ii) the successor Security Agent acceding to this Agreement in accordance with Clause 13.5 (Change of Agent/Security Agent), (iii) the Instructing Group confirming to the resigning Security Agent and the successor Security Agent that the credit rating of the successor Security Agent is satisfactory (such confirmation not to be unreasonably withheld or delayed and, where the credit rating of the successor Security Agent is at least equivalent to that of the retiring Security Agent, such confirmation shall, if it is not given to the retiring Security Agent and the successor Security Agent within ten Business Days, be deemed to have been given) and (iv) the making of any transfer of all of Transaction Security and/or amendments to Transaction Security Documents necessary to effect the change in Security Property to that successorAgent. (gf) Upon the appointment of a successor, the Retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 21.19 10.20 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, remain entitled to the benefit of Clauses 21 10 (The Security Agent), 25.1 15.1 (Debtors’ indemnity) and 25.3 15.3 (Primary Creditors’ indemnity). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hg) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) Instructing Group may, with the approval of the Company (acting reasonably), by written notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignationthe Parent. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtor.

Resignation of the Security Agent. (a) The Security Agent may not resign from its office unless the approval of the Ministers for a successor (which is acceptable to both the Debtors and appoint one the Secured Parties and fully approved by the Ministers) has been obtained and the transfer of its Affiliates as successor by giving notice the Security from the Security Agent to the Company, successor Security Agent may be undertaken without imposing any damage on the Senior Issuer or the Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) and the Unsecured Representative(s)Parties. (b) Alternatively The Security Agent agrees that it is not entitled to amend the terms on which it holds the Security Agent may resign (whether directly or indirectly) unless the proposed amendment is approved by giving notice to the other Parties Ministers, in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, accordance with the approval terms and conditions of the Company (acting reasonably), appoint a successor Security AgentPledge Permit. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 days after the notice of resignation was given, the Security Agent (after consultation with the other Agents) may, with the approval of the Company (acting reasonably), appoint a successor Security Agent. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own the Issuer’s cost: (i) make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and (ii) enter into and deliver to the successor Security Agent those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Debt Documents to the successor Security Agent. (ed) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation)Agent. (fe) The Security Agent’s resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Security Property to that successor. (gf) Upon the appointment of a successor, the Retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b‎(b) of Clause 21.19 ‎16.21 (Winding up of trust) and under paragraph (dc) above) above but shall, in respect of any act or omission by it whilst it was the Security Agent, remain entitled to the benefit of Clauses 21 ‎16 (The Security Agent), 25.1 ‎20.1 (Debtors’ Group’s indemnity) and 25.3 ‎‎20.3 (Primary Creditors’ indemnity). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hg) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) Instructing Group may, in consultation with the approval of the Company (acting reasonably)Issuer, by notice to the Security Agent, require it to resign in accordance with paragraph (b) aboveresign. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (ba) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtor.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates affiliates (acting through an office in the United Kingdom) as successor by giving notice to the Company, Company and the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) and the Unsecured Representative(s). (b) Alternatively the Security Agent may resign by giving 30 days’ notice to the other Parties in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 days after the notice of resignation was given, the Security Agent (after consultation with the other AgentsCompany, the Agents and the Hedge Counterparties) may, with the approval of the Company (acting reasonably), may appoint a successor Security AgentAgent (acting through an office in the United Kingdom). (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) , make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and (ii) enter into and deliver to the successor Security Agent those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Debt Documents to the successor Security Agent. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Security Property (including, without limitation, all rights in respect of the Parallel Debt Obligations) to that successor. Each Creditor and Debtor will do all things that the Security Agent requests in order to give effect to such transfer of Security Property (which shall include, without limitation, the execution of any assignments, transfers, releases or other documents that the Security Agent may consider to be necessary to give effect to the transfer). (gf) Upon the appointment of a successor, the Retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 21.19 16.20 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, remain entitled to the benefit of Clauses 21 16 (The Security Agent), 25.1 23.1 (Debtors’ indemnity) and 25.3 23.3 (Primary Senior Creditors’ indemnity). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hg) The After consultation with the Company, the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) aboveabove (or, at any time the Security Agent is an Impaired Security Agent, by giving any shorter notice determined by the Majority Senior Creditors). In this event, the Security Agent shall resign in accordance with paragraph (b) above and (or in accordance with such shorter notice as determined by the Company shall appoint a successor Security Agent Majority Senior Creditors) but the cost referred to in paragraph (d) above shall be for the account of the Company or any other DebtorCompany.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Companyother Parties (or to the Agent on behalf of the Lenders), subject to (i) receipt of all necessary authorisations from the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) U.S. Department of State and the Unsecured Representative(s)Department and (ii) such successor Security Agent agreeing to become bound to the Assurance Letter in accordance with its terms. (b) Alternatively the Security Agent may resign by giving 30 days’ notice to the other Parties (or the Agent on behalf of the Lenders), in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), Lenders may appoint a successor Security Agent, subject to (i) receipt of all necessary authorisations from the U.S. Department of State and the Department and (ii) such successor Agent agreeing to become bound to the Assurance Letter in accordance with its terms. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors Lenders have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 20 days after the notice of resignation was given, the retiring Security Agent (after consultation with the other AgentsAgent) may, with the approval of the Company (acting reasonably), may appoint a successor Security AgentAgent subject to receipt of all necessary authorisations from the U.S. Department of State and the Department. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Finance Documents; and (ii) enter into and deliver to . The Borrower shall, within three Business Days of demand, reimburse the successor retiring Security Agent those for the amount of all costs and expenses (including, but not limited to, legal fees) properly incurred by it in making available such documents and effect any registrations as may be required for the transfer or assignment of all of its rights records and benefits under the Debt Documents to the successor Security Agentproviding such assistance. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice shall only take effect upon upon: (i) the appointment of a successor and successor; and (ii) the transfer of all of the Transaction Security Property to that successor. (gf) Upon the appointment of a successor, the Retiring retiring Security Agent shall be discharged from any further obligation in respect of the Debt Finance Documents (other than its obligations under paragraph (b) of Clause 21.19 26.24 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, shall remain entitled to the benefit of Clauses 21 this Clause 26.13 and Clause 14.4 (The Indemnity to the Security Agent), 25.1 ) (Debtors’ indemnityand any Security Agent fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) and 25.3 (Primary Creditors’ indemnitythat date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hg) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) Xxxxxxx may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignationthe Borrower. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtor.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the CompanySenior Secured Notes Issuer and the Super Senior Creditors, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Notes Trustee and the Unsecured Representative(s)Senior Secured Hedge Counterparties. (b) Alternatively the Security Agent may resign by giving not less than 30 days’ notice to the other Parties in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), Instructing Group may appoint a successor Security Agent. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors Instructing Group have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 days after the notice of resignation was given, the Security Agent (after consultation with the other AgentsCompany, the Creditor Representatives and the Hedge Counterparties) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own the Company’s cost: (i) , make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and (ii) enter into and deliver to the successor Security Agent those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Debt Documents to the successor Security Agent. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Security Property (including, without limitation, all rights in respect of the Parallel Debt Obligations) to that successor. Each Creditor and Debtor will do all things that the Security Agent requests in order to give effect to such transfer of Security Property (which shall include, without limitation, the execution of any assignments, transfers, releases or other documents that the Security Agent may consider to be necessary to give effect to the transfer). (gf) Upon the appointment of a successor, the Retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 21.19 17.21 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, remain entitled to the benefit of Clauses 21 17 (The Security Agent), 25.1 22.1 (Debtors’ indemnity) and 25.3 22.3 (Primary Senior Creditors’ indemnity). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hg) The Majority Senior LendersAfter consultation with the Company, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company Instructing Group may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) aboveabove (or, at any time the Security Agent is an Impaired Security Agent, by giving any shorter notice determined by the Instructing Group). In this event, the Security Agent shall resign in accordance with paragraph (b) above and (or in accordance with such shorter notice as determined by the Company shall appoint a successor Security Agent Instructing Group) but the cost referred to in paragraph (d) above shall be for the account of the Company or any other DebtorSenior Secured Notes Issuer.

Resignation of the Security Agent. (a) The Security Agent may may, with the consent of the Parent (not to be unreasonably withheld or delayed), resign and appoint one of its Affiliates as successor by giving notice to the CompanyParent, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) each Agent and the Unsecured Representative(s)Hedge Counterparties provided that: A44420063 (i) such Security Agent shall also resign as security agent under each Debt Financing Agreement; and (ii) the Security Agent shall appoint one of its Affiliates acting through an office in the European Union being a reputable bank experienced in multi-jurisdictional transactions of this type as a successor and the same Affiliate shall be appointed under the applicable Debt Financing Agreements as Security Agent. (b) Alternatively the Security Agent may may, after consultation with the Parent for not less than 30 days, resign by giving notice to the other Parties in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), an Instructing Group may appoint a successor Security Agent provided that: (i) such successor Security Agent is also appointed under each Debt Financing Agreement; and (ii) if it succeeds the Security Agent, such successor Security Agent is acting through an office in the European Union being a reputable bank experienced in multi-jurisdictional transactions of this type. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors have an Instructing Group has not appointed a successor Security Agent in accordance with paragraph (b) above within 30 days after the notice of resignation was given, the Security Agent (after consultation with the other Parent and the Agents) may, with the approval of the Company (acting reasonably), may appoint a successor Security AgentAgent acting through an office in the European Union being a reputable bank experienced in multi-jurisdictional transactions of this type. (d) The retiring Security Agent (the “"Retiring Security Agent”") shall, at its own cost: cost (i) enter into and deliver such documents and effect such registrations as may be required to transfer or assign all of its rights, benefits and obligations under the Debt Documents to the successor Security Agent and (ii) make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and (ii) enter into and deliver to the successor Security Agent those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Debt Documents to the successor Security Agent. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s 's resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Security Property to that successor. (gf) Upon the appointment of a successor, the Retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 21.19 17.18 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, remain entitled to the benefit of Clauses 21 Clause 17 (The Security Agent), 25.1 Clause 21.1 (Debtors’ ' indemnity) and 25.3 Clause 21.3 (Primary Creditors’ ' indemnity). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hg) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (orAn Instructing Group may, after the Second Lien Discharge Date, the High Yield Representative(s)) may, consultation with the approval of the Company (acting reasonably)Parent, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtor.A44420063

Resignation of the Security Agent. (a) The Security Agent may may, without ascribing a reason and without being responsible for any cost or liability arising therefrom, resign and appoint one of its Affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Parties and the Unsecured Representative(s)Parent. (b) Alternatively the Security Agent may may, without ascribing a reason and without being responsible for any cost or liability arising therefrom, resign by giving 30 days’ notice to the other Secured Parties and the Parent, in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), Instructing Group may appoint a successor Security Agent. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors have Instructing Group has not appointed a successor Security Agent in accordance with paragraph (bd) above within 30 20 days after the notice of resignation was given, the retiring Security Agent (after consultation with the other AgentsInstructing Group) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and Documents (ii) enter into and deliver to including, without limitation, transferring the successor Security Agent those documents and effect any registrations as may be required for created by the transfer or assignment of all of its rights and benefits under the Debt Security Documents across to the successor Security Agent). The Parent shall, within three Business Days of demand, reimburse the retiring Security Agent for the amount of all costs and expenses (including legal fees, costs and disbursements) properly incurred by it in making available such documents and records and providing such assistance. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice shall only take effect upon upon: (i) the appointment of a successor and successor; and (ii) the transfer of all of the Security Property to that successor. (gf) Upon the appointment of a successor, the Retiring retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (bb)16.23(b) of Clause 21.19 16.23 (Winding up of trust) and under paragraph (df) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, shall remain entitled to the benefit of Clauses 21 this Clause 16 and Clause 19.1 (The Indemnity to the Security Agent), 25.1 ) (Debtors’ indemnityand any Security Agent fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) and 25.3 (Primary Creditors’ indemnitythat date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hg) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) Instructing Group may, with the approval of the Company (acting reasonably), by written notice to the Security Agent, require it to immediately resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall Instructing Group may appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other DebtorAgent.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Primary Creditors and the Unsecured Representative(s)Parent. (b) Alternatively the Security Agent may resign by giving 45 days’ notice to each Creditor Representative and the other Parties Parent, in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), Instructing Group may appoint a successor Security Agent. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors Instructing Group have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 35 days after the notice of resignation was given, the retiring Security Agent (after consultation with the other Agents) may, Creditor Representatives and with the approval Parent) may appoint a successor Security Agent or may petition a court of the Company (acting reasonably), competent jurisdiction to appoint a successor Security Agent. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and . The Parent shall, within five (ii5) enter into and deliver to Business Days of demand, reimburse the successor retiring Security Agent those for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and effect any registrations as may be required for the transfer or assignment of all of its rights records and benefits under the Debt Documents to the successor Security Agentproviding such assistance. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice shall only take effect upon upon: (i) the appointment of a successor and successor; and (ii) the transfer of all of the Security Property to that successor. (gf) Upon the appointment of a successorsuccessor or the termination of this Agreement, the Retiring retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 21.19 18.25 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, shall remain entitled to the benefit of Clauses 21 this Clause 18 and Clause 22.1 (The Indemnity to the Security Agent), 25.1 ) (Debtors’ indemnityand any Security Agent fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) and 25.3 (Primary Creditors’ indemnity)that date) as well as any other provisions of the Debt Documents which expressly survive such discharge. Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hg) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company Instructing Group may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtorabove.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Account Party and the Unsecured Representative(s)Secured Parties. (b) Alternatively the Security Agent may resign by giving notice to the other Parties in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), Lenders may appoint a successor Security Agent. (c) After consultation with the Account Party, the Majority Lenders may, by notice to the Security Agent, terminate the appointment of the Security Agent and appoint a successor Security Agent. That termination and new appointment may be made in respect of all or any part of the Security Agent’s duties, obligations and responsibilities. (d) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors Lenders have not appointed a successor Security Agent in accordance with paragraph (b) or (c) above within 30 days after the notice of resignation or termination was given, the Security Agent (after consultation with the other AgentsFacility Agent) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (de) The retiring resigning or terminated Security Agent (the “Retiring Security Agent”) shall, at its own cost: cost (iin the case of resignation) and at the Account Party’s cost (in the case of termination), make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Guaranteed Documents; and (ii) enter into and deliver to the successor Security Agent those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Debt Documents to the successor Security Agent. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice or termination shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Security Charged Property to that successora duly appointed successor (unless the Security Agent, the intended successor and the Majority Lenders agree otherwise). (g) Upon the appointment of a successor, the Retiring Security Agent shall be discharged from any further obligation in respect of the Debt Guaranteed Documents (other than its obligations under paragraph (b) of Clause 21.19 clause 30.18 (Winding up of trustTrust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, remain entitled to the benefit of Clauses 21 clauses 30 (The Role of the Security Agent), 25.1 (Debtors’ indemnity) and 25.3 clause 10.1 (Primary Creditors’ indemnityAccount Party’s Indemnity to the Secured Parties). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (h) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Facility Agent shall resign in accordance with paragraph (b) above but (and, to the cost referred extent applicable, shall use reasonable endeavours to in appoint a successor Facility Agent pursuant to paragraph (dc) above shall be for above) if on or after the account of each group of Creditors date which required such resignation.is three Months before the earliest FATCA Application Date relating to any payment to the Facility Agent under the Finance Documents, either: (i) Provided no Default is continuingthe Facility Agent fails to respond to a request under clause 13.8 (FATCA Information) and a Lender reasonably believes that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Facility Agent pursuant to clause 13.8 (FATCA Information) indicates that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Facility Agent notifies the Account Party and the Lenders that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date, and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Company mayFacility Agent were a FATCA Exempt Party, and that Lender, by notice to the Security Agent, require requires it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtorresign.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Creditors and the Unsecured Representative(s)Company. (b) Alternatively the Security Agent may resign by giving 30 days' notice to the other Parties Creditors and the Company, in which case the Majority Senior LendersNew 2025 Notes Security Instructing Group and Existing 2025 Notes Security Instructing Group, acting together (after consultation with the Senior Secured Notes Representative(sCompany, unless an Event of Default has occurred and is continuing), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (c) If the Majority Senior LendersNew 2025 Notes Security Instructing Group and Existing 2025 Notes Security Instructing Group, the Senior Secured Notes Representative(s)acting together, the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 20 days after the notice of resignation was given, the retiring Security Agent (after consultation with the other Agents) may, with the approval of Note Agent and the Company (acting reasonably), unless an Event of Default has occurred and is continuing) may appoint a successor Security Agent. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) , make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and (ii) enter into and deliver to the successor Security Agent those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Debt Documents to the successor Security Agent. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s 's resignation notice shall only take effect upon upon: (i) the appointment of a successor and successor; and (ii) the transfer of all of the Security Property to that successor. (gf) Upon the appointment of a successor, the Retiring retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 21.19 clause 12.26 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, shall remain entitled to the benefit of Clauses 21 this clause 12 and clause 15.1 (The Indemnity to the Security Agent), 25.1 ) (Debtors’ indemnityand any Security Agent fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) and 25.3 (Primary Creditors’ indemnitythat date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hg) The Majority Senior LendersNew 2025 Notes Security Instructing Group and Existing 2025 Notes Security Instructing Group, acting together (after consultation with the Senior Secured Notes Representative(sCompany unless and Event of Default has occurred and is continuing), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and (save that the Company notice requirement in that paragraph shall appoint a successor not apply). (h) The Secured Parties will empower the new Security Agent but the cost referred to in paragraph as per Clause 9 (d) above shall be for the account of the Company or any other Debtor.Enforcement through

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Lenders and the Unsecured Representative(s)Company. (b) Alternatively the Security Agent may resign by giving thirty (30) days' notice to the other Parties Lenders and the Company, in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), Xxxxxxx may appoint a successor Security Agent. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors Lenders have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 twenty (20) days after the notice of resignation was given, the retiring Security Agent (after consultation with the other AgentsFacility Agent) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) shall make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Finance Documents; and . The Company shall, within three (ii3) enter into and deliver to Business Days of demand, reimburse the successor retiring Security Agent those for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and effect any registrations as may be required for the transfer or assignment of all of its rights records and benefits under the Debt Documents to the successor Security Agentproviding such assistance. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s 's resignation notice shall only take effect upon upon: (i) the appointment of a successor and successor; and (ii) the transfer of all of the Transaction Security Property to that successor. (gf) Upon the appointment of a successor, the Retiring retiring Security Agent shall be discharged from any further obligation in respect of the Debt Finance Documents (other than its obligations under paragraph (b) of Clause 21.19 clause 31.26 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, shall remain entitled to the benefit of Clauses 21 this clause 31 and clause 17.4 (The Indemnity to the Security Agent), 25.1 ) (Debtors’ indemnityand any Security Agent fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) and 25.3 (Primary Creditors’ indemnitythat date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hg) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company Xxxxxxx may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtorabove.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Creditors and the Unsecured Representative(s)Parent. (b) Alternatively the Security Agent may resign by giving 30 days' notice to the other Parties Senior Creditors and the Parent, in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, Instructing Group (after consultation with the approval of the Company (acting reasonably), Parent) may appoint a successor Security AgentAgent (acting through an office in the United Kingdom). (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors have Instructing Group has not appointed a successor Security Agent in accordance with paragraph (b) above within 30 20 days after the notice of resignation was given, the retiring Security Agent (after consultation with the other AgentsAgent, the Hedge Counterparties and the Parent) may, with the approval of the Company (acting reasonably), may appoint a successor Security AgentAgent (acting through an office in the United Kingdom). (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) , make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and (ii) enter into and deliver to the successor Security Agent those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Debt Documents to the successor Security Agent. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s 's resignation notice shall only take effect upon upon: (i) the appointment of a successor and successor; and (ii) the transfer of all of the Security Property to that successor. (gf) Upon the appointment of a successor, the Retiring retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 21.19 18.24 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, shall remain entitled to the benefit of Clauses 21 this Clause 18 and Clause 21.1 (The Indemnity to the Security Agent), 25.1 ) (Debtors’ indemnityand any Security Agent fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) and 25.3 (Primary Creditors’ indemnitythat date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hg) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) Instructing Group may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignationthe Parent. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtor.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Primary Creditors and the Unsecured Representative(s)Parent. (b) Alternatively the Security Agent may resign by giving 45 days’ notice to each Creditor Representative and the other Parties Parent, in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), Instructing Group may appoint a successor Security Agent. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors Instructing Group have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 35 days after the notice of resignation was given, the retiring Security Agent (after consultation with the other Agents) may, Creditor Representatives and with the approval Parent) may appoint a successor Security Agent or may petition a court of the Company (acting reasonably), competent jurisdiction to appoint a successor Security Agent. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and . The Parent shall, within five (ii5) enter into and deliver to Business Days of demand, reimburse the successor retiring Security Agent those for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and effect any registrations as may be required for the transfer or assignment of all of its rights records and benefits under the Debt Documents to the successor Security Agentproviding such assistance. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice shall only take effect upon upon: (i) the appointment of a successor and successor; and (ii) the transfer of all of the Security Property to that successor. (gf) Upon the appointment of a successorsuccessor or the termination of this Agreement, the Retiring retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 21.19 18.25 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, shall remain entitled to the benefit of Clauses 21 this Clause 18 and Clause 23.1 (The Indemnity to the Security Agent), 25.1 ) (Debtors’ indemnityand any Security Agent fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) and 25.3 (Primary Creditors’ indemnity)that date) as well as any other provisions of the Debt Documents which expressly survive such discharge. Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hg) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company Instructing Group may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtorabove.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates affiliates as successor by giving notice to the Company, Parent and the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) and the Unsecured Representative(s). (b) Alternatively the Security Agent may resign by giving notice to the other Parties in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, (after consultation with the approval of the Company (acting reasonably), Parent) may appoint a successor Security Agent.Agent.‌ (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 days after the notice of resignation was given, the Security Agent (after consultation with the other AgentsAgent and the Parent) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost:cost:‌ (i) make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and (ii) enter into and deliver to the successor Security Agent those documents and effect any registrations registration as may be required for the transfer transfer, assignment, or assignment assignation of all of its rights and benefits under the Debt Documents to the successor Security Agent. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Security Property to that successor. (f) The Parent and/or the relevant Debtor must at its own cost when an Event of Default is continuing, or otherwise at the cost of the Secured Parties, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Transaction Security Document provides for effective and perfected Security (subject to the Legal Reservations and the Perfection Requirements) in favour of any successor Security Agent. (g) Upon the appointment of a successor, the Retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 21.19 19.22 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, remain entitled to the benefit of Clauses 21 19 (The Security Agent), 25.1 23.1 (DebtorsSenior Creditors’ indemnity) and 25.3 23.2 (Primary CreditorsDebtors’ indemnityindemnity to the Security Agent). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (h) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, may after the Second Lien Discharge Date, the High Yield Representative(s)) may, consultation with the approval of the Company (acting reasonably)Parent, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group the Parent when an Event of Creditors which required such resignation. (i) Provided no Default is continuing, the Company mayor otherwise, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other DebtorSecured Parties.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Borrower and the Unsecured Representative(s)other Finance Parties. (b) Alternatively the Security Agent may resign by giving notice to the other Parties in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), Xxxxxxx may appoint a successor Security Agent. (c) After consultation with the Borrower, the Majority Lenders may, by notice to the Security Agent, terminate the appointment of the Security Agent and appoint a successor Security Agent. That termination and new appointment may be made in respect of all or any part of the Security Agent’s duties, obligations and responsibilities. (d) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors Lenders have not appointed a successor Security Agent in accordance with paragraph (b) or (c) above within 30 days after the notice of resignation or termination was given, the Security Agent (after consultation with the other AgentsAgent) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (de) The retiring resigning or terminated Security Agent (the “Retiring Security Agent”) shall, at its own cost: cost (iin the case of resignation) and at the Borrower’s cost (in the case of termination), make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Finance Documents; and (ii) enter into and deliver to the successor Security Agent those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Debt Documents to the successor Security Agent. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice or termination shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Transaction Security Property to that successora duly appointed successor (unless the Security Agent, the intended successor and the Majority Lenders agree otherwise). (g) Upon the appointment of a successor, the Retiring Security Agent shall be discharged from any further obligation in respect of the Debt Finance Documents (other than its obligations under paragraph (b) of Clause 21.19 clause 23.17 (Winding up of trustTrust) and under paragraph (de) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, remain entitled to the benefit of Clauses 21 (this clause. The successor Security Agent)Agent must, 25.1 (Debtors’ indemnity) in its instrument of appointment, accede to this Agreement as a Security Agent and 25.3 (Primary Creditors’ indemnity). Its successor it and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (h) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtor.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Borrower and the Unsecured Representative(s)other Finance Parties. (b) Alternatively the Security Agent may resign by giving notice to the other Parties in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), Xxxxxxx may appoint a successor Security Agent. (c) After consultation with the Borrower, the Majority Lenders may, by notice to the Security Agent, terminate the appointment of the Security Agent and appoint a successor Security Agent. That termination and new appointment may be made in respect of all or any part of the Security Agent’s duties, obligations and responsibilities. (d) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors Lenders have not appointed a successor Security Agent in accordance with paragraph (b) or (c) above within 30 days after the notice of resignation or termination was given, the Security Agent (after consultation with the other AgentsAgent) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (de) The retiring resigning or terminated Security Agent (the “Retiring Security Agent”) shall, at its own cost: cost (iin the case of resignation) and at the Borrower’s cost (in the case of termination), make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Finance Documents; and (ii) enter into and deliver to the successor Security Agent those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Debt Documents to the successor Security Agent. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice or termination shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Transaction Security Property to that successora duly appointed successor (unless the Security Agent, the intended successor and the Majority Lenders agree otherwise). (g) Upon the appointment of a successor, the Retiring Security Agent shall be discharged from any further obligation in respect of the Debt Finance Documents (other than its obligations under paragraph (b) of Clause 21.19 clause 23.17 (Winding up of trustTrust) and under paragraph (de) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, remain entitled to the benefit of Clauses 21 (this clause. The successor Security Agent)Agent must, 25.1 (Debtors’ indemnity) in its instrument of appointment, accede to this Agreement as a Security Agent and 25.3 (Primary Creditors’ indemnity). Its successor it and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (h) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtor.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one any of its Affiliates affiliates as successor Security Agent by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Parties and the Unsecured Representative(s)Company. (b) Alternatively Alternatively, the Security Agent may resign by giving notice to the other Secured Parties and the Company, in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), BPIAE Agent may appoint a successor Security Agent. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors have not appointed a no successor Security Agent in accordance with has been appointed under paragraph (b) above within 30 days after the notice of resignation was given, the Security Agent (after consultation with the other Agents) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (d) The resignation of the Security Agent and the appointment of any successor Security Agent must be effected by agreement in form and substance satisfactory to the retiring Security Agent and the successor Security Agent and will both become effective only when the following conditions have been satisfied: (i) the “Retiring successor Security Agent notifies all the Parties that it accepts its appointment; (ii) the successor Security Agent has received legal advice to the effect that the rights under the Finance Documents (and any related documentation) have been transferred or assigned to it; and (iii) each Secured Party (other than the Security Agent”) shallconfirms to the Security Agent that it is satisfied with the credit rating of the proposed successor Security Agent]. On satisfaction of the above conditions, the successor Security Agent will succeed to the position of the Security Agent and the term Security Agent will mean the successor Security Agent. (e) The retiring Security Agent must, at its own cost: (i) make available to the successor Security Agent such those documents and records and provide such any assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as the Security Agent under the Debt Finance Documents; andand 0080105-0000405 PA:20489646.8 254 (ii) enter into and deliver to the successor Security Agent those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Debt Finance Documents to the successor Security Agent. (ef) A Debtor The Company must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Transaction Security Document provides for effective and perfected Security Liens in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Security Property to that successor. (g) Upon its resignation becoming effective, this Clause will continue to benefit the appointment of a successor, the Retiring retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 21.19 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act action taken or omission not taken by it whilst in connection with the Finance Documents while it was the Security Agent, remain entitled and, subject to the benefit of Clauses 21 paragraph (The Security Agent)e) above, 25.1 (Debtors’ indemnity) and 25.3 (Primary Creditors’ indemnity). Its successor and each of the other Parties shall it will have the same rights and no further obligations amongst themselves as they would have had if that successor had been an original Partyunder any Finance Document. (h) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security BPIAE Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with under paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtor.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one any of its Affiliates affiliates as successor Security Agent by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Parties and the Unsecured Representative(s)Company. (b) Alternatively Alternatively, the Security Agent may resign by giving notice to the other Secured Parties and the Company, in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), BPIAE Agent may appoint a successor Security Agent. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors have not appointed a no successor Security Agent in accordance with has been appointed under paragraph (b) above within 30 days after the notice of resignation was given, the Security Agent (after consultation with the other Agents) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (d) The resignation of the Security Agent and the appointment of any successor Security Agent must be effected by agreement in form and substance satisfactory to the retiring Security Agent and the successor Security Agent and will both become effective only when the following conditions have been satisfied: (i) the “Retiring successor Security Agent notifies all the Parties that it accepts its appointment; (ii) the successor Security Agent has received legal advice to the effect that the rights under the Finance Documents (and any related documentation) have been transferred or assigned to it; and (iii) each Secured Party (other than the Security Agent”) shallconfirms to the Security Agent that it is satisfied with the credit rating of the proposed successor Security Agent]. On satisfaction of the above conditions, the successor Security Agent will succeed to the position of the Security Agent and the term Security Agent will mean the successor Security Agent. (e) The retiring Security Agent must, at its own cost: (i) make available to the successor Security Agent such those documents and records and provide such any assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as the Security Agent under the Debt Finance Documents; and (ii) enter into and deliver to the successor Security Agent those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Debt Finance Documents to the successor Security Agent. (ef) A Debtor The Company must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Transaction Security Document provides for effective and perfected Security Liens in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Security Property to that successor. (g) Upon its resignation becoming effective, this Clause will continue to benefit the appointment of a successor, the Retiring retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 21.19 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act action taken or omission not taken by it whilst in connection with the Finance Documents while it was the Security Agent, remain entitled and, subject to the benefit of Clauses 21 paragraph (The Security Agent)e) above, 25.1 (Debtors’ indemnity) and 25.3 (Primary Creditors’ indemnity). Its successor and each of the other Parties shall it will have the same rights and no further obligations amongst themselves as they would have had if that successor had been an original Partyunder any Finance Document. (h) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security BPIAE Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with under paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtor.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien CreditorsBridge Finance Parties, the High Yield Representative(s) Notes Trustee and the Unsecured Representative(s)Company and, until the Senior Discharge Date, the other Senior Finance Parties and the Hedging Banks. (b) Alternatively the Security Agent may resign by giving notice to the Bridge Finance Parties, the High Yield Notes Trustee and the Company and, until the Senior Discharge Date, the other Senior Finance Parties and the Hedging Banks, in which case the Majority Senior Lenders, until the Senior Secured Notes Representative(s)Discharge Date, the Pari Passu Debt Representative(s) and or the Majority Second Lien Creditors mayBridge Lenders, after the Senior Discharge Date, or the High Yield Notes Trustee, after the Bridge Discharge Date (in each case, after consultation with the approval of the Company (acting reasonably), Company) may appoint a successor Security AgentAgent in the UK. (c) If the Majority Senior LendersLenders or, as the case may be, the Senior Secured Majority Bridge Lenders or the High Yield Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors Trustee have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 days after the notice of resignation was given, the Security Agent (after consultation with the other AgentsCompany) may, with the approval of the Company (acting reasonably), may appoint a successor Security AgentAgent (acting through an office in the United Kingdom). (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) , shall make available to the its successor Security Agent such documents and records and provide such assistance as the its successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Senior Finance Documents; and (ii) enter into , the Hedging Documents, the Bridge Finance Documents, the High Yield Notes Finance Documents and deliver to the successor Security Agent those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Debt Documents to the successor Security Agentthis Agreement. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by The resignation notice of the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Security Property to that successor. (gf) Upon the appointment of a successor, the Retiring retiring Security Agent shall be discharged from any further obligation in respect of the Debt Senior Finance Documents, the Hedging Documents, the High Yield Notes Finance Documents (other than its obligations under paragraph (b) of Clause 21.19 (Winding up of trust) and under paragraph (d) above) this Agreement but shall, in respect of any act or omission by it whilst it was the Security Agent, shall remain entitled to the benefit of Clauses 21 (The Security Agent), 25.1 (Debtors’ indemnity) and 25.3 (Primary Creditors’ indemnity)this Clause 28. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that such successor had been an original Party. (hg) The After consultation with the Company, the Majority Senior Lenders, until the Senior Secured Notes Representative(s)Discharge Date, the Pari Passu Debt Representative(s) and or the Majority Second Lien Creditors (orBridge Lenders, after the Second Lien Senior Discharge Date and until the Bridge Discharge Date, or the High Yield Representative(s)) mayNotes Trustee after the Bridge Discharge Date, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtorabove.

Resignation of the Security Agent. (a) The Each of the Security Agent and Secondary Security Agent may resign and appoint one of its Affiliates affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Company and the Unsecured Representative(s)Agent. (b) Alternatively the Security Agent and Secondary Security Agent may resign by giving notice to the other Parties in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, Lenders (after consultation with the approval of the Company (acting reasonably), Company) may appoint a successor Security Agent.Agent or Secondary Security Agent (as applicable). 0081727-0000042 SN:12155633.21 170 (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors Lenders have not appointed a successor Security Agent or Secondary Security Agent (as applicable) in accordance with paragraph (b) above within 30 days after the notice of resignation was given, the Security Agent (after consultation with the other AgentsAgent) may, with the approval of the Company (acting reasonably), may appoint a successor Security AgentAgent or Secondary Security Agent (as applicable). (d) The retiring Security Agent or Secondary Security Agent (the “as applicable) (each a Retiring Security Agent”) shall, at its own cost: (i) , make available to the successor Security Agent or Secondary Security Agent (as applicable) such documents and records and provide such assistance as the successor Security Agent may or Secondary Security Agent (as applicable)may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and (ii) enter into and deliver to the successor or Secondary Security Agent those documents and effect any registrations (as may be required for applicable)under the transfer or assignment of all of its rights and benefits under the Debt Documents to the successor Security AgentFinance Documents. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent's or Secondary Security Agent’s (as applicable) resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Security Charged Property to that successor. (gf) Upon the appointment of a successor, the Retiring Security Agent shall be discharged from any further obligation in respect of the Debt Finance Documents (other than its obligations under paragraph (b) of Clause 21.19 33.18 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security AgentAgent or Secondary Security Agent (as applicable), remain entitled to the benefit of Clauses 21 33 (The Security Agent), 25.1 (Debtors’ indemnity) and 25.3 16.4 (Primary Creditors’ indemnityIndemnity to the Security Agent and the Secondary Security Agent). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hg) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) Lenders may, with the approval of the Company (acting reasonably), by notice to the Security Agent or Secondary Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall or Secondary Security Agent (as applicable)shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignationthe Company. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtor.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Creditors and the Unsecured Representative(s)Borrower. (b) Alternatively the Security Agent may resign by giving 30 days’ notice to the other Parties Senior Creditors and the Borrower, in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, after consultation with the approval of the Company (acting reasonably)Borrower, appoint a successor Security Agent. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 days after the notice of resignation was givengiven by the retiring Security Agent, the retiring Security Agent (after consultation with the other AgentsBorrower, the Senior Agent and the Hedge Counterparties) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) shall make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and (ii) enter into and deliver to . The Borrower shall, within five Business Days of demand, reimburse the successor retiring Security Agent those for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and effect any registrations as may be required for the transfer or assignment of all of its rights records and benefits under the Debt Documents to the successor Security Agentproviding such assistance. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice shall only take effect upon upon: (i) the appointment of a successor and successor; and (ii) the transfer of all of the Security Property to that successor. (gf) Upon the appointment of a successor, the Retiring retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 21.19 18.24 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, shall remain entitled to the benefit of Clauses 21 this Clause 18 and Clause 21.1 (The Indemnity to the Security Agent) (and any Security Agent fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) the date of appointment of such successor Security Agent), 25.1 (Debtors’ indemnity) and 25.3 (Primary Creditors’ indemnity). Its Any successor Security Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hg) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtorabove.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving prior written notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Finance Parties and the Unsecured Representative(s)Borrower. (b) Alternatively the Security Agent may resign by giving 30 days’ prior written notice to the other Finance Parties and the Borrower, in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, Lenders may (following consultation with the approval Parent as to the identity of the Company (acting reasonably)successor Security Agent and, if an Event of Default has not occurred and is not then continuing, provided that such person must be a Successor Security Agent) appoint a successor Security Agent. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors Lenders have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 20 days after the written notice of resignation was given, the retiring Security Agent (after consultation with the other AgentsAgent) may, with the approval of the Company (acting reasonably), may appoint a successor Security AgentAgent or may petition any court of competent jurisdiction for the appointment of a successor. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) the cost of the Borrower, make available to the successor Security Successor Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Finance Documents; and (ii) enter into and deliver to . The Borrower shall, within five Business Days of demand, reimburse the successor retiring Security Agent those for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and effect any registrations as may be required for the transfer or assignment of all of its rights records and benefits under the Debt Documents to the successor Security Agentproviding such assistance. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice shall only take effect upon upon: (i) the appointment of a successor and successor; and (ii) the transfer of all of the Security Property to that successor. (gf) Upon the appointment of a successor, the Retiring retiring Security Agent shall be discharged from any further obligation in respect of the Debt Finance Documents (other than its obligations under paragraph (b) of Clause 21.19 26.22 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, shall remain entitled to the benefit of Clauses 21 this Clause 26, Clause 13.4 (The Indemnity to the Security Agent), 25.1 (Debtors’ indemnity) and 25.3 any other provision which by its terms survives the resignation or removal of the Security Agent (Primary Creditors’ indemnityand any Security Agent fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) that date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hg) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company Lenders may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtorabove.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Lenders and the Unsecured Representative(s)Company. (b) Alternatively the Security Agent may resign by giving thirty (30) days' notice to the other Parties Lenders and the Company, in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), Lxxxxxx may appoint a successor Security Agent. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors Lenders have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 twenty (20) days after the notice of resignation was given, the retiring Security Agent (after consultation with the other AgentsFacility Agent) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) shall make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Finance Documents; and . The Company shall, within three (ii3) enter into and deliver to Business Days of demand, reimburse the successor retiring Security Agent those for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and effect any registrations as may be required for the transfer or assignment of all of its rights records and benefits under the Debt Documents to the successor Security Agentproviding such assistance. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s 's resignation notice shall only take effect upon upon: (i) the appointment of a successor and successor; and (ii) the transfer of all of the Transaction Security Property to that successor. (gf) Upon the appointment of a successor, the Retiring retiring Security Agent shall be discharged from any further obligation in respect of the Debt Finance Documents (other than its obligations under paragraph (b) of Clause 21.19 clause 31.26 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, shall remain entitled to the benefit of Clauses 21 this clause 31 and clause 17.4 (The Indemnity to the Security Agent), 25.1 ) (Debtors’ indemnityand any Security Agent fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) and 25.3 (Primary Creditors’ indemnitythat date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hg) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company Lxxxxxx may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtorabove.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) other Finance Parties and the Unsecured Representative(s)Borrowers. (b) Alternatively Alternatively, the Security Agent may resign by giving 30 days' notice to the other Finance Parties and the Borrowers, in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), Lxxxxxx may appoint a successor Security Agent. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors Lenders have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 20 days after the notice of resignation was given, the retiring Security Agent (after consultation with the other Agents) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) shall make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Finance Documents; and (ii) enter into and deliver to . The Borrowers shall, within three Business Days of demand, reimburse the successor retiring Security Agent those for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and effect any registrations as may be required for the transfer or assignment of all of its rights records and benefits under the Debt Documents to the successor Security Agentproviding such assistance. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s 's resignation notice shall only take effect upon upon: (i) the appointment of a successor and successor; and (ii) the transfer transfer, by way of a document expressed as a deed, of all of the Security Property to that successor. (gf) Upon the appointment of a successor, the Retiring retiring Security Agent shall be discharged discharged, by way of a document executed as a deed, from any further obligation in respect of the Debt Finance Documents (other than its obligations under paragraph (b) of Clause 21.19 32.25 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, shall remain entitled to the benefit of Clauses 21 Clause 14.4 (Indemnity to the Security Agent) and this Clause 32 (The Security Agent), 25.1 (Debtors’ indemnity) and 25.3 any other provisions of a Finance Document which are expressed to limit or exclude its liability (Primary Creditors’ indemnity)or to indemnify it) in acting as Security Agent. Its Any fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) that date. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that such successor had been an original Party. (hg) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company Lxxxxxx may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph above. (dh) above shall be for the account The consent of the Company any Borrower (or any other DebtorTransaction Obligor) is not required for an assignment or transfer of rights and/or obligations by the Security Agent.

Resignation of the Security Agent. (a) The Security Agent may at any time give notice of its resignation to the Company and the Primary Creditors without giving any reason for such resignation. (b) The Security Agent may also resign and appoint one of its Affiliates as successor by giving notice of its resignation to the CompanyCompany and the Primary Creditors. (c) Upon receipt of any such notice of resignation, (prior to the Senior Secured Creditors, Discharge Date and the Second Lien Creditors, Debt Discharge Date) the High Yield Representative(s) and the Unsecured Representative(s). (b) Alternatively the Security Agent may resign by giving notice to the other Parties in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s)Administrative Agent, the Pari Passu Debt Representative(s) the Second Lien Debt Trustee(s) and (after the Senior Secured Discharge Date and the Majority Second Lien Creditors may, with Debt Discharge Date and prior to the approval Additional Unsecured Debt Discharge Date) the Additional Unsecured Debt Representative (in each case subject to the consent of the Company (acting reasonably)not to be unreasonably withheld or delayed) so long as no Senior Secured Payment Default or Insolvency Event is continuing, in either case that is a Senior Secured Event of Default) may (but without an obligation to do so) appoint a successor Security Agentsuccessor. (cd) If the Majority Senior Lenders, the Senior Secured Notes Representative(s)Administrative Agent, the Pari Passu Debt Representative(s), the Second Lien Debt Trustee(s) and (after the Majority Senior Secured Discharge Date and Second Lien Creditors Debt Discharge Date and prior to the Additional Unsecured Debt Discharge Date) the Additional Unsecured Debt Representative(s) have not appointed a successor Security Agent in accordance with paragraph (bc) above within 30 days after the notice of resignation was given, the Security Agent (after consultation with the other Agents) may, with the approval of the Company (acting reasonably), appoint a successor Security Agent. (d) The retiring Security Agent (the “Retiring Security Agent”) gives notice of its resignation, then the Retiring Security Agent may, on behalf of the Primary Creditors, appoint a successor Security Agent meeting the qualifications set forth in paragraph (c) above. (e) The Retiring Security Agent shall, at its own cost: (i) cost and expense, make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and (ii) enter into , including executing any necessary amendments to the Transaction Security and deliver delegating authority to the successor Security Agent those documents and effect any registrations as may be required for the transfer (whether by means of a notarized deed or assignment of all of its rights and benefits under the Debt Documents to the successor Security Agent. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignationotherwise). (f) The Security Agent’s resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Security Property to that successor. (g) Upon the appointment acceptance of a successor’s appointment as Security Agent hereunder and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to such other instruments or notices, as may be necessary or desirable, or as the Primary Creditors may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor Security Agent shall succeed to and become vested with all of the rights, powers, privileges and duties of the Retiring Security Agent, and the Retiring Security Agent shall be discharged from any further obligation in respect all of its duties and obligations hereunder or under the other Debt Documents (if not already discharged therefrom as provided above in this Section 18.1) (other than its obligations under paragraph (b) of Clause 21.19 (Winding up of trust) Section 17.24 and under paragraph (de) above) ), but shall, in respect of any act or omission by it whilst it was the Security Agent, remain entitled to the benefit of Clauses 21 (The Security Agent)Sections 17, 25.1 (Debtors’ indemnity) 21.1 and 25.3 (Primary Creditors’ indemnity)22. 1. Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (h) The Majority Senior LendersAfter consultation with the Company, the Senior Secured Notes Representative(s)Administrative Agent, the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or), after the Second Lien Debt Trustee(s) or (after the Senior Secured Discharge Date and the Second Lien Debt Discharge Date and prior to the Additional Unsecured Debt Discharge Date, ) the High Yield Additional Unsecured Debt Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (ba) above. In this event, the Security Agent shall resign in accordance with paragraph (ba) above and the Company shall appoint a shall, within three Business Days of demand, reimburse the Retiring Security Agent for the amount of all costs and expenses (including legal fees and amounts in respect of VAT (save to the extent that the Retiring Security Agent reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax authority)) properly incurred by it in making available such documents and records and providing such assistance. (i) The fees payable by the Company (following the effectiveness of such appointment) to the successor Security Agent but the cost referred to in paragraph (d) above shall be for the account same as those payable to its predecessor unless otherwise agreed between the Company and such successor. (j) Any entity into which the Security Agent in its individual capacity may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Security Agent in its individual capacity shall be a party, or any corporation to which substantially all of the Company corporate trust business of the Security Agent in its individual capacity may be transferred, shall be the Security Agent under this Agreement pursuant to this Section 18.1, provided that promptly following any such merger, conversion or any other Debtorconsolidation the Security Agent shall have notified Parent, Borrower, the Administrative Agent, the Pari Passu Debt Representative(s) the Second Lien Debt Trustee(s) and (after the Senior Secured Discharge Date and the Second Lien Debt Discharge Date and prior to the Additional Unsecured Debt Discharge Date) the Additional Unsecured Debt Representative.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Lenders and the Unsecured Representative(s)Company. (b) Alternatively the Security Agent may resign by giving 30 days’ notice to the other Parties Lenders and the Company, in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), Xxxxxxx may appoint a successor Security Agent. The Security Agent shall not be obliged to provide any reason for such resignation and will not be responsible for any liabilities incurred by reason of such resignation. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors Lenders have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 20 days after the notice of resignation was given, the retiring Security Agent (after consultation with the other AgentsAgent) may, with may appoint a successor Security Agent. The Security Agent is not bound to supervise nor be responsible in any way for any loss incurred by reason of misconduct or default on the approval part of the Company (acting reasonably), appoint a successor Security Agent. (d) If the Security Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as security agent and the Security Agent is entitled to appoint a successor under paragraph (c), the Security Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Security Agent to become a party to this Agreement as Security Agent) agree with the proposed successor agent amendments to this Clause 24 (The Security Agent) and any other term of this Agreement dealing with the rights or obligations of the Security Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonably amendments to the security agency fee payable under this Agreement which are consistent with the successor Security Agent’s normal fee rates and those amendments will bind the Parties. (e) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) , make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Finance Documents; and (ii) enter into and deliver to . The Company shall, within three Business Days of demand, reimburse the successor retiring Security Agent those for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and effect any registrations as may be required for the transfer or assignment of all of its rights records and benefits under the Debt Documents to the successor Security Agent. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by providing such resignation)assistance. (f) The Security Agent’s resignation notice shall only take effect upon upon: (i) the appointment of a successor and successor; and (ii) the transfer of all of the Transaction Security Property to that successor. (g) Upon the appointment of a successor, the Retiring retiring Security Agent shall be discharged from any further obligation in respect of the Debt Finance Documents (other than its obligations under paragraph (b) of Clause 21.19 24.25 (Winding up of trust) and under paragraph paragraphs (de) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, shall remain entitled to the benefit of Clauses 21 this Clause 24 (The Security Agent), 25.1 (Debtors’ indemnity) and 25.3 (Primary Creditors’ indemnity). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (h) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtor.Clause

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates acting through an office in Greece as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) other Finance Parties and the Unsecured Representative(s)Borrowers. (b) Alternatively Alternatively, the Security Agent may resign by giving 30 days' notice to the other Finance Parties and the Borrowers, in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), Xxxxxxx may appoint a successor Security Agent. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors Lenders have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 20 days after the notice of resignation was given, the retiring Security Agent (after consultation with the other Agents) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) shall make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Finance Documents; and (ii) enter into and deliver to . The Borrowers shall, within three Business Days of demand, reimburse the successor retiring Security Agent those for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and effect any registrations as may be required for the transfer or assignment of all of its rights records and benefits under the Debt Documents to the successor Security Agentproviding such assistance. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s 's resignation notice shall only take effect upon upon: (i) the appointment of a successor and successor; and (ii) the transfer transfer, by way of a document expressed as a deed, of all of the Security Property to that successor. (gf) Upon the appointment of a successor, the Retiring retiring Security Agent shall be discharged discharged, by way of a document executed as a deed, from any further obligation in respect of the Debt Finance Documents (other than its obligations under paragraph (b) of Clause 21.19 29.24 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, shall remain entitled to the benefit of Clauses 21 Clause 14.5 (Indemnity to the Security Agent) and this Clause 29 (The Security Agent), 25.1 (Debtors’ indemnity) and 25.3 any other provisions of a Finance Document which are expressed to limit or exclude its liability (Primary Creditors’ indemnity)or to indemnify it) in acting as Security Agent. Its Any fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) that date. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that such successor had been an original Party. (hg) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) Xxxxxxx may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignationthe Borrowers. (ih) Provided no Default The consent of any Borrower (or any other Transaction Obligor) is continuing, the Company may, not required for an assignment or transfer of rights and/or obligations by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtor.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Funders and the Unsecured Representative(s). (b) Borrower. Alternatively the Security Agent may resign by giving 30 (thirty) days' notice to the other Parties Funders and the Borrower, in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), Funders may appoint a successor Security Agent. (c) . If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors Funders have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 20 (twenty) days after the notice of resignation was given, the retiring Security Agent (after consultation with the other AgentsAgent) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. . If the Security Agent wishes to resign because (dacting reasonably) it has concluded that it is no longer appropriate for it to remain as security agent and the Security Agent is entitled to appoint a successor under paragraph (c) above, the Security Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Security Agent to become a party to this Agreement as Security Agent) agree with the proposed successor Agent amendments to this Clause 7 and any other term of this Agreement dealing with the rights or obligations of the Security Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonably amendments to the security agency fee payable under this Agreement which are consistent with the successor Security Agent's normal fee rates and those amendments will bind the Parties. The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Finance Documents; and . The Borrower shall, within 3 (iithree) enter into and deliver to Business Days of demand, reimburse the successor retiring Security Agent those for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and effect any registrations as may be required for the transfer or assignment of all of its rights records and benefits under the Debt Documents to the successor Security Agent. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by providing such resignation). (f) assistance. The Security Agent’s 's resignation notice shall only take effect upon (i) upon: the appointment of a successor and (ii) successor; the transfer of all of the Transaction Security Property to that successor. (g) ; and the transfer of all documents and records required for the purposes of performing the functions of Security Agent to that successor at the time of succession. Upon the appointment of a successor, the Retiring retiring Security Agent shall be discharged from any further obligation in respect of the Debt Finance Documents (other than its obligations under paragraph (b) of Clause 21.19 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, shall remain entitled to the benefit of Clauses 21 this Clause 7 and any Security Agent fees for the account of the retiring Security Agent shall cease to accrue from (The Security Agent), 25.1 (Debtors’ indemnityand shall be payable on) and 25.3 (Primary Creditors’ indemnitythat date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (h) . The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) Funders may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignationthe Borrower. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtor.

Resignation of the Security Agent. (a) The Security Agent may may, with the consent of the Parent (not to be unreasonably withheld or delayed), resign and appoint one of its Affiliates affiliates as successor by giving notice to the CompanyParent, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) each Agent and the Unsecured Representative(s)Hedge Counterparties provided that: (i) such Security Agent shall also resign as security agent under each Debt Financing Agreement; and (ii) the Security Agent shall appoint one of its affiliates acting through an office in the United Kingdom (or any other jurisdiction approved by the Parent) being a reputable bank experienced in multi-jurisdictional transactions of this type as a successor and the same affiliate shall be appointed under the applicable Debt Financing Agreements as Security Agent. (b) Alternatively the Security Agent may may, after consultation with the Parent for not less than 30 days, resign by giving notice to the other Parties in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), an Instructing Group may appoint a successor Security Agent provided that: (i) such successor Security Agent is also appointed under each Debt Financing Agreement; and (ii) if it succeeds the Security Agent, such successor Security Agent is acting through an office in the United Kingdom (or any other jurisdiction approved by the Parent) being a reputable bank experienced in multi-jurisdictional transactions of this type. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors have an Instructing Group has not appointed a successor Security Agent in accordance with paragraph (b) above within 30 days after the notice of resignation was given, the Security Agent (after consultation with the other Parent and the Agents) may, with the approval of the Company (acting reasonably), may appoint a successor Security AgentAgent acting through an office in the United Kingdom (or any other jurisdiction approved by the Parent) being a reputable bank experienced in multi-jurisdictional transactions of this type. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: cost (i) enter into and deliver such documents and effect such registrations as may be required to transfer or assign all of its rights, benefits and obligations under the Debt Documents to the successor Security Agent and (ii) make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and (ii) enter into and deliver to the successor Security Agent those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Debt Documents to the successor Security Agent. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Security Property to that successor. (g) Upon the appointment of a successor, the Retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 21.19 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, remain entitled to the benefit of Clauses 21 (The Security Agent), 25.1 (Debtors’ indemnity) and 25.3 (Primary Creditors’ indemnity). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (h) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtor.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Primary Creditors and the Unsecured Representative(s)Parent. (b) Alternatively the Security Agent may resign by giving 30 days’ notice to the other Parties Primary Creditors and the Parent, in which case the Majority Required Super Senior Lenders, Creditors and the Required Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (c) If the Majority Required Super Senior Lenders, Creditors and the Required Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 20 days after the notice of resignation was given, the retiring Security Agent (after consultation with the other AgentsCreditor Representatives and the Hedge Counterparties) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) shall make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and . The Parent shall, within five (ii5) enter into and deliver to Business Days of demand, reimburse the successor retiring Security Agent those for the amount of all documented costs and expenses (including legal fees) reasonably incurred by it in making available such documents and effect any registrations as may be required for the transfer or assignment of all of its rights records and benefits under the Debt Documents to the successor Security Agentproviding such assistance. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice shall only take effect upon upon: (i) the appointment of a successor and successor; and (ii) the transfer of all of the Security Property to that successor. (gf) Upon the appointment of a successor, the Retiring retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 21.19 20.27 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, shall remain entitled to the benefit of Clauses 21 this Clause 19 and Clause 24.1 (The Indemnity to the Security Agent), 25.1 ) (Debtors’ indemnityand any Security Agent fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) and 25.3 (Primary Creditors’ indemnitythat date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hg) The Majority Required Super Senior Lenders, Creditors and the Required Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtorabove.

Resignation of the Security Agent. (a) The Each of the Security Agent and Secondary Security Agent may resign and appoint one of its Affiliates affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Company and the Unsecured Representative(s)Agent. (b) Alternatively the Security Agent and Secondary Security Agent may resign by giving notice to the other Parties in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, Lenders (after consultation with the approval of the Company (acting reasonably), Company) may appoint a successor Security AgentAgent or Secondary Security Agent (as applicable). (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors Lenders have not appointed a successor Security Agent or Secondary Security Agent (as applicable) in accordance with paragraph (b) above within 30 days after the notice of resignation was given, the Security Agent (after consultation with the other AgentsAgent) may, with the approval of the Company (acting reasonably), may appoint a successor Security AgentAgent or Secondary Security Agent (as applicable). (d) The retiring Security Agent or Secondary Security Agent (the “as applicable) (each a Retiring Security Agent”) shall, at its own cost: (i) shall make available to the successor Security Agent or Secondary Security Agent (as applicable) such documents and records and provide such assistance as the successor Security Agent may or Secondary Security Agent (as applicable)may reasonably request for the purposes of performing its functions as Security Agent or Secondary Security Agent (as applicable) under the Debt Finance Documents; and (ii) enter into and deliver to . The Company shall, within three Business Days of demand, reimburse the successor retiring Security Agent those or Secondary Security Agent (as applicable) for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and effect any registrations as may be required for the transfer or assignment of all of its rights records and benefits under the Debt Documents to the successor Security Agentproviding such assistance. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent's or Secondary Security Agent’s (as applicable) resignation notice shall only take effect upon upon: (i) the appointment of a successor successor; and (ii) the transfer of all of the Security Charged Property to that successor. (gf) Upon the appointment of a successor, the Retiring Security Agent shall be discharged from any further obligation in respect of the Debt Finance Documents (other than its obligations under paragraph (b) of Clause 21.19 33.18 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security AgentAgent or Secondary Security Agent (as applicable), remain entitled to the benefit of Clauses 21 33 (The Security Agent), 25.1 (Debtors’ indemnity) and 25.3 16.4 (Primary Creditors’ indemnityIndemnity to the Security Agent and Secondary Security Agent). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hg) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) Lenders may, with the approval of the Company (acting reasonably), by notice to the Security Agent or Secondary Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall or Secondary Security Agent (as applicable)shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignationthe Company. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtor.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Primary Creditors and the Unsecured Representative(s)Company. (b) Alternatively the Security Agent may resign by giving 30 days' notice to the other Parties Primary Creditors and the Company, in which case the Majority Super Senior Lenders, Creditors and the Senior Secured Notes Representative(s), the Required Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (c) If the Majority Super Senior Lenders, Creditors and the Senior Secured Notes Representative(s), the Required Pari Passu Debt Representative(s) and the Majority Second Lien Creditors have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 20 days after the notice of resignation was given, the retiring Security Agent (after consultation with the other AgentsCreditor Representatives and the Hedge Counterparties) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) , make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and (ii) enter into and deliver to the successor Security Agent those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Debt Documents to the successor Security Agent. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s 's resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Security Property to that successor. (gf) Upon the appointment of a successor, the Retiring retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 21.19 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, shall remain entitled to the benefit of Clauses 21 this Clause 17 and Clause 21.1 (The Indemnity to the Security Agent), 25.1 ) (Debtors’ indemnityand any Security Agent fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) and 25.3 (Primary Creditors’ indemnitythat date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (h) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtor.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates acting through an office in the United States of America as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Administrative Agent and the Unsecured Representative(s)Borrower. (b) Alternatively the Security Agent may resign by giving thirty (30) days’ notice to the other Parties Administrative Agent and the Borrower, in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors Lenders may, in consultation with the approval of the Company (acting reasonably)Borrower, appoint a successor Security Agent. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors have Lenders has not appointed a successor Security Agent in accordance with paragraph (b) above within 30 twenty (20) days after the notice of resignation was given, the retiring Security Agent (after consultation with the other AgentsAdministrative Agent and the Hedge Counterparties) may, with the approval of the Company (acting reasonably), may appoint a successor Security AgentAgent acting through an office in the United States of America. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Finance Documents; and . The Borrower shall, within ten (ii10) enter into and deliver to Business Days of demand, reimburse the successor retiring Security Agent those for the amount of all reasonable and documented costs and expenses (including legal fees) incurred by it in making available such documents and effect any registrations as may be required for the transfer or assignment of all of its rights records and benefits under the Debt Documents to the successor Security Agentproviding such assistance. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice shall only take effect upon upon: (i) the appointment of a successor and successor; and (ii) the transfer of all of the Security Property to that successor. (gf) Upon the appointment of a successor, the Retiring retiring Security Agent shall be discharged from any further obligation in respect of the Debt Finance Documents (other than its obligations under paragraph (b) of Clause 21.19 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, shall remain entitled to the benefit of Clauses 21 this Clause 32 (The and any Security Agent), 25.1 Agent fees for the account of the retiring Security Agent shall cease to accrue from (Debtors’ indemnityand shall be payable on) and 25.3 (Primary Creditors’ indemnitythat date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. ; provided notwithstanding anything to the contrary in this Agreement (h) The Majority Senior Lenders, and for the Senior Secured Notes Representative(savoidance of doubt), the Pari Passu Debt Representative(s) and fees payable by the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice Borrower to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security successor Administrative Agent shall resign in accordance with paragraph (b) above but be the cost referred same as those payable to in paragraph (d) above shall be for its predecessor unless otherwise agreed between the account of each group of Creditors which required Borrower and such resignationsuccessor. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtor.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint and, by notice to the other Finance Parties, name one of its Affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) and the Unsecured Representative(s)its successor. (b) Alternatively Furthermore, the Security Agent may resign by giving notice to the other Parties in which case Lender and the Borrower without naming a successor. In this case, the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), Lenders shall appoint a successor to the Security Agent. (c) If no successor has been appointed by the Majority Senior LendersLenders within thirty (30) days after notice of resignation, then the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors have not appointed a successor resigning Security Agent may (after conferring with the Facility Agent) may name a successor. d) The resigning Security Agent must provide all documents and records to its successor and provide enough support as can be fairly requested by the successor in accordance with paragraph (border to fulfill its role as Security Agent under the Finance Documents. e) above within 30 days after the notice The resignation of resignation was given, the Security Agent (after consultation with the other Agents) may, with the approval of the Company (acting reasonably), appoint a successor Security Agent. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own costshall not take effect until: (i) make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documentshas been appointed; andund (ii) enter into the Transaction Security provided for the benefit of the Security Agent as well as all rights and deliver obligations under this Agreement and the other Finance Documents to which the Security Agent is party have been effectively transferred to its successor. f) As soon as its successor has been appointed, the resigning Security Agent (subject to the foregoing subsection d)) shall be released from all further obligations under the Finance Documents. However, the provisions of sections 23 (Syndication Agreement) and 24 (Security Pool) shall continue to apply for the benefit of the resigning Security Agent. The rights and duties between the successor and each other Party will then be the same as the rights and duties that would have existed between them had the successor been a Party to this Agreement at the time it was signed. g) The Security Agent those documents and effect any registrations as may be required for is obligated, pursuant to subsection b) above, to resign if the transfer or assignment of all of its rights and benefits under Majority Lenders (after conferring with the Debt Documents Borrower) requests it to the successor Security Agentdo so. (eh) A Debtor mustAfter conferring with the Borrower, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Majority Lenders may ask the Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor resign pursuant to subsection b). The Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation)shall comply with this request. (fi) The Security Agent’s resignation notice Borrower shall only take effect upon indemnify the Finance Parties for all costs and expenditures incurred by them in connection with this section 24.16 (i) the appointment of a successor and (ii) the transfer of all Resignation of the Security Property to that successor. (g) Upon the appointment of a successor, the Retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 21.19 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, remain entitled to the benefit of Clauses 21 (The Security Agent), 25.1 (Debtors’ indemnity) and 25.3 (Primary Creditors’ indemnity). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (h) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtor.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Primary Creditors and the Unsecured Representative(s)NAC DAC. (b) Alternatively Alternatively, the Security Agent may resign by giving 30 days' notice to the other Parties Primary Creditors and NAC DAC, in which case the Majority Super Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) Instructing Party and the Majority Second Lien Pari Passu Creditors may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (c) If the Majority Super Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) Instructing Party and the Majority Second Lien Pari Passu Creditors have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 days after the notice of resignation was given, the retiring Security Agent (after consultation with the other AgentsCreditor Representatives, NAC 29 and NAC DAC) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) NAC 29's cost make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and (ii) enter into and deliver to the successor Security Agent those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Debt Documents to the successor Security Agent. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s 's resignation notice shall only take effect upon upon: (i) the appointment of a successor and successor; and (ii) the transfer of all of the Security Property to that successor. (gf) Upon the appointment of a successor, the Retiring retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 21.19 17.27 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, shall remain entitled to the benefit of Clauses 21 this Clause 17 and Clause 20.1 (The Indemnity to the Security Agent), 25.1 ) (Debtors’ indemnityand any Security Agent fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) and 25.3 (Primary Creditors’ indemnitythat date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hg) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) aboveabove (and the Majority Pari Passu Creditors shall use reasonable endeavours to consult with the Super Senior Creditors prior to delivering such notice). In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtorabove.

Resignation of the Security Agent. (a) The Security Agent may may, without ascribing a reason and without being responsible for any cost or liability arising therefrom, resign and appoint one of its Affiliates as successor by giving notice to the CompanyParent, the Senior Secured CreditorsFacilities Agreement Creditors (via the Facility Agent), the Second Lien CreditorsRefinancing Creditors (via the relevant Refinancing Creditor Representative and each Noteholder (via, for any Noteholder represented by a Noteholder Trustee, the High Yield Representative(s) and the Unsecured Representative(srelevant Noteholder Trustee)). (b) Alternatively the Security Agent may may, without ascribing a reason and without being responsible for any cost or liability arising therefrom, resign by giving notice to the other Parties in which case the Majority Senior LendersInstructing Group may (to the extent reasonably practicable, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, in consultation with the approval of the Company (acting reasonablyParent), appoint a successor Security Agent. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors have Instructing Group has not appointed a successor Security Agent in accordance with paragraph (b) above within 30 days after the notice of resignation was given, the Security Agent (after consultation with the other AgentsFacility Agent (and unless a Default has occurred and is continuing, the Parent)) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent (such successor Security Agent to be a financial institution or trustee company of good standing with (to the extent applicable, a credit rating at least equivalent to that of the Security Agent)). (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) , make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and (ii) enter into and deliver to the successor Security Agent those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Debt Documents to the successor Security Agent. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice shall only take effect upon (i) and the appointment of a successor Security Agent shall become effective upon satisfaction of the following conditions: (i) the successor Security Agent notifying the Parent and the retiring Security Agent that it accepts its appointment, (ii) the successor Security Agent acceding to this Agreement in accordance with Clause 14.5 (Change of Agent/Security Agent), (iii) the Instructing Group confirming to the resigning Security Agent and the successor Security Agent that the credit rating of the successor Security Agent is satisfactory (such confirmation not to be unreasonably withheld or delayed and, where the credit rating of the successor Security Agent is at least equivalent to that of the retiring Security Agent, such confirmation shall, if it is not given to the retiring Security Agent and the successor Security Agent within ten Business Days, be deemed to have been given) and (iv) the making of any transfer of all of Transaction Security and/or amendments to Transaction Security Documents necessary to effect the change in Security Property to that successorAgent. (gf) Upon the appointment of a successor, the Retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 21.19 11.20 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, remain entitled to the benefit of Clauses 21 11 (The Security Agent), 25.1 16.1 (Debtors’ indemnity) and 25.3 16.3 (Primary Creditors’ indemnity). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hg) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) Instructing Group may, with the approval of the Company (acting reasonably), by written notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignationthe Parent. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtor.

Resignation of the Security Agent. (a) The Security Agent may may, without ascribing a reason and without being responsible for any cost or liability arising therefrom, resign and appoint one of its Affiliates as successor by giving notice to the CompanyParent, the Senior Secured CreditorsFacilities Agreement Creditors (via the Facility Agent), the Second Lien CreditorsRefinancing Creditors (via the relevant Refinancing Creditor Representative) and each Noteholder (via, for any Noteholder represented by a Noteholder Trustee, the High Yield Representative(s) and the Unsecured Representative(srelevant Noteholder Trustee). (b) Alternatively the Security Agent may may, without ascribing a reason and without being responsible for any cost or liability arising therefrom, resign by giving notice to the other Parties in which case the Majority Senior LendersInstructing Group may (to the extent reasonably practicable, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, in consultation with the approval of the Company (acting reasonablyParent), appoint a successor Security Agent. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors have Instructing Group has not appointed a successor Security Agent in accordance with paragraph (b) above within 30 days after the notice of resignation was given, the Security Agent (after consultation with the other AgentsFacility Agent (and unless a Default has occurred and is continuing, the Parent)) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent (such successor Security Agent to be a financial institution or trustee company of good standing with (to the extent applicable, a credit rating at least equivalent to that of the Security Agent)). (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) , make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and (ii) enter into and deliver to the successor Security Agent those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Debt Documents to the successor Security Agent. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice shall only take effect upon (i) and the appointment of a successor Security Agent shall become effective upon satisfaction of the following conditions: (i) the successor Security Agent notifying the Parent and the retiring Security Agent that it accepts its appointment, (ii) the successor Security Agent acceding to this Agreement in accordance with Clause 14.5 (Change of Agent/Security Agent), (iii) the Instructing Group confirming to the resigning Security Agent and the successor Security Agent that the credit rating of the successor Security Agent is satisfactory (such confirmation not to be unreasonably withheld or delayed and, where the credit rating of the successor Security Agent is at least equivalent to that of the retiring Security Agent, such confirmation shall, if it is not given to the retiring Security Agent and the successor Security Agent within ten Business Days, be deemed to have been given) and (iv) the making of any transfer of all of Transaction Security and/or amendments to Transaction Security Documents necessary to effect the change in Security Property to that successor.Agent. 169836-4-16896-v10.0 - 60 - 66-40580427 (gf) Upon the appointment of a successor, the Retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 21.19 11.20 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, remain entitled to the benefit of Clauses 21 11 (The Security Agent), 25.1 16.1 (Debtors’ indemnity) and 25.3 16.3 (Primary Creditors’ indemnity). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hg) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) Instructing Group may, with the approval of the Company (acting reasonably), by written notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignationthe Parent. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtor.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Primary Creditors and the Unsecured Representative(s)Company. (b) Alternatively the Security Agent may resign by giving 30 days' notice to the other Parties Primary Creditors and the Company, in which case the Majority Super Senior Lenders, Creditors and the Senior Secured Notes Representative(s), the Required Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (c) If the Majority Super Senior Lenders, Creditors and the Senior Secured Notes Representative(s), the Required Pari Passu Debt Representative(s) and the Majority Second Lien Creditors have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 20 days after the notice of resignation was given, the retiring Security Agent (after consultation with the other AgentsCreditor Representatives and the Hedge Counterparties) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) , make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and (ii) enter into and deliver to the successor Security Agent those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Debt Documents to the successor Security Agent. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s 's resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Security Property to that successor. (gf) Upon the appointment of a successor, the Retiring retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 21.19 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, shall remain entitled to the benefit of Clauses 21 this Clause 18 and Clause 22.1 (The Indemnity to the Security Agent), 25.1 ) (Debtors’ indemnityand any Security Agent fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) and 25.3 (Primary Creditors’ indemnitythat date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hg) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval If an Insolvency Event occurs in respect of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign be deemed to have resigned and a successor Security Agent shall be appointed in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignationthis Clause 18. (ih) Provided no Default is continuing, The Majority Super Senior Creditors and the Company Required Pari Passu Creditors may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtorabove.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) and the Unsecured Representative(s). (b) Alternatively the Security Agent may resign by giving notice to the other Parties in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), appoint a successor Security Agent. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 days after the notice of resignation was given, the Security Agent (after consultation with the other Agents) may, with the approval of the Company (acting reasonably), appoint a successor Security Agent. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and (ii) enter into and deliver to the successor Security Agent those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Debt Documents to the successor Security Agent. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents 84894163_20 or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Security Property to that successor. (g) Upon the appointment of a successor, the Retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 21.19 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, remain entitled to the benefit of Clauses 21 (The Security Agent), 25.1 (Debtors’ indemnity) and 25.3 (Primary Creditors’ indemnity). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (h) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtor.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Primary Creditors and the Unsecured Representative(s)NAC DAC. (b) Alternatively Alternatively, the Security Agent may resign by giving 30 days’ notice to the other Parties Primary Creditors and NAC DAC, in which case the Majority Super Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) Instructing Party and the Majority Second Lien Pari Passu Creditors may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (c) If the Majority Super Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) Instructing Party and the Majority Second Lien Pari Passu Creditors have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 days after the notice of resignation was given, the retiring Security Agent (after consultation with the other AgentsCreditor Representatives, NAC 29 and NAC DAC) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) NAC 29’s cost make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and (ii) enter into and deliver to the successor Security Agent those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Debt Documents to the successor Security Agent. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice shall only take effect upon upon: (i) the appointment of a successor and successor; and (ii) the transfer of all of the Security Property to that successor. (gf) Upon the appointment of a successor, the Retiring retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 21.19 17.27 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, shall remain entitled to the benefit of Clauses 21 this Clause 17 and Clause 20.1 (The Indemnity to the Security Agent), 25.1 ) (Debtors’ indemnityand any Security Agent fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) and 25.3 (Primary Creditors’ indemnitythat date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hg) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) aboveabove (and the Majority Pari Passu Creditors shall use reasonable endeavours to consult with the Super Senior Creditors prior to delivering such notice). In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtorabove.

Resignation of the Security Agent. (a) The Each of the Security Agent and Secondary Security Agent may resign and appoint one of its Affiliates affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Company and the Unsecured Representative(s)Agent. (b) Alternatively the Security Agent and Secondary Security Agent may resign by giving notice to the other Parties in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, Lenders (after consultation with the approval of the Company (acting reasonably), Company) may appoint a successor Security AgentAgent or Secondary Security Agent (as applicable). (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors Lenders have not appointed a successor Security Agent or Secondary Security Agent (as applicable) in accordance with paragraph (b) above within 30 days after the notice of resignation was given, the Security Agent (after consultation with the other AgentsAgent) may, with the approval of the Company (acting reasonably), may appoint a successor Security AgentAgent or Secondary Security Agent (as applicable). (d) The retiring Security Agent or Secondary Security Agent (the “as applicable) (each a Retiring Security Agent”) shall, at its own cost: (i) , make available to the successor Security Agent or Secondary Security Agent (as applicable) such documents and records and provide such assistance as the successor Security Agent may or Secondary Security Agent (as applicable)may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and (ii) enter into and deliver to the successor or Secondary Security Agent those documents and effect any registrations (as may be required for applicable)under the transfer or assignment of all of its rights and benefits under the Debt Documents to the successor Security AgentFinance Documents. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent's or Secondary Security Agent’s (as applicable) resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Security Charged Property to that successor. (gf) Upon the appointment of a successor, the Retiring Security Agent shall be discharged from any further obligation in respect of the Debt Finance Documents (other than its obligations under paragraph (b) of Clause 21.19 33.18 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security AgentAgent or Secondary Security Agent (as applicable), remain entitled to the benefit of Clauses 21 33 (The Security Agent), 25.1 (Debtors’ indemnity) and 25.3 16.4 (Primary Creditors’ indemnityIndemnity to the Security Agent and the Secondary Security Agent). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (h) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtor.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Creditors and the Unsecured Representative(s)Borrower. (b) Alternatively the Security Agent may resign by giving 30 days’ notice to the other Parties Senior Creditors and the Borrower, in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), Instructing Group may appoint a successor Security Agent. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors have Instructing Group has not appointed a successor Security Agent in accordance with paragraph (b) above within 30 20 days after the notice of resignation was given, the retiring Security Agent (after consultation with the other AgentsBorrower, the Agent and the Hedge Counterparties) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and (ii) enter into and deliver to . The Borrower shall, within three Business Days of demand, reimburse the successor retiring Security Agent those for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and effect any registrations as may be required for the transfer or assignment of all of its rights records and benefits under the Debt Documents to the successor Security Agent.providing such assistance.2 (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice shall only take effect upon the: (i) the appointment of a successor and successor; and (ii) the transfer of all of the Security Property to that successor. (gf) Upon the appointment of a successor, the Retiring retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 21.19 17.25 (Winding up of trustTrust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, shall remain entitled to the benefit of Clauses 21 this Clause 17 and Clause 19.1 (The Indemnity to the Security Agent), 25.1 ) (Debtors’ indemnityand any Security Agent fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) and 25.3 (Primary Creditors’ indemnitythat date). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hg) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) Instructing Group may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignationthe Borrower. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company or any other Debtor.

Resignation of the Security Agent. (aA) The Security Agent may resign and appoint one of its Affiliates affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Company and the Unsecured Representative(s)Lenders. (bB) Alternatively the Security Agent may resign by giving notice to the other Parties Lenders in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), Lenders may appoint a successor Security Agent. (cC) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors Lenders have not appointed a successor Security Agent in accordance with paragraph (bB) above within 30 days after the notice of resignation was given, the Security Agent (after consultation with the other AgentsFacility Agent) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (dD) If the Security Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Security Agent is entitled to appoint a successor Security Agent under paragraph (C) above, the Security Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Security Agent to become a party to this Agreement as Security Agent) agree, with the proposed successor Security Agent any reasonable amendments to the security agency fee payable under this Agreement which are consistent with the successor Security Agent’s normal fee rates and those amendments will bind the Parties, subject to Borrower approval (acting reasonably). (E) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) , make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Finance Documents; and (ii) enter into and deliver to the successor Security Agent those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Debt Documents to the successor Security Agent. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (fF) The Security Agent’s resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Security Secured Property to that successor. (gG) Upon the appointment of a successor, the Retiring Security Agent shall be discharged from any further obligation in respect of the Debt Finance Documents (other than its obligations under paragraph (b24.17(B) of Clause 21.19 (Winding up of trust) and under paragraph (dE) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, remain entitled to the benefit of Clauses 21 clause 24 (The Security Agent), 25.1 clause 30.1 (DebtorsObligors’ indemnity) and 25.3 clause 30.3 (Primary CreditorsLenders’ indemnityIndemnity). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hH) The Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company Lenders may, by notice to the Security Agent, require it to resign in accordance with paragraph (bB) above. In this event, the Security Agent shall resign in accordance with paragraph (bB) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (dE) above shall be for the account of the Company or any other DebtorCompany.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) Primary Creditors and the Unsecured Representative(s)Parent. (b) Alternatively the Security Agent may resign by giving thirty (30) days’ notice to the other Parties Primary Creditors and the Parent, in which case the Majority Required Super Senior LendersCreditors, the Senior Secured Notes Representative(s), Surety Bond Providers and the Required Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (c) If the Majority Required Super Senior LendersCreditors, the Senior Secured Notes Representative(s), Surety Bond Providers and the Required Pari Passu Debt Representative(s) and the Majority Second Lien Creditors have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 twenty (20) days after the notice of resignation was given, the retiring Security Agent (after consultation with the other AgentsCreditor Representatives, the Surety Bond Providers and the Hedge Counterparties) may, with the approval of the Company (acting reasonably), may appoint a successor Security Agent. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and (ii) enter into and deliver to the successor Security Agent those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Debt Documents to the successor Security Agent; and (iii) make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’s resignation notice shall only take effect upon upon: (i) the appointment of a successor and successor; and (ii) the transfer of all of the Security Property to that successor. (gf) Upon the appointment of a successor, the Retiring retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 21.19 20.24 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, shall remain entitled to the benefit of Clauses 21 this Clause 20 and Clause 24.1 (The Indemnity to the Security Agent), 25.1 (Debtors’ indemnity) and 25.3 (Primary Creditors’ indemnity). Its Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (hg) The Majority Required Super Senior Lenders, Creditors and the Senior Secured Notes Representative(s), the Required Pari Passu Debt Representative(s) and the Majority Second Lien Creditors (or, after the Second Lien Discharge Date, the High Yield Representative(s)) may, with the approval of the Company (acting reasonably), by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of each group of Creditors which required such resignation. (i) Provided no Default is continuing, the Company may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above and the Company shall appoint a successor Security Agent but the cost referred to in paragraph (d) above shall be for the account of the Company Parent or any other Debtor.