Common use of Resignation of the Security Trustee Clause in Contracts

Resignation of the Security Trustee. (a) The Security Trustee may resign and appoint one of its Affiliates as successor by giving notice to the Obligors and each Finance Party. (b) Alternatively the Security Trustee may resign by giving notice to the other Parties in which case the Majority Lenders may appoint a successor Security Trustee. (c) If the Majority Lenders have not appointed a successor Security Trustee in accordance with paragraph (b) above within 30 days after the notice of resignation was given, the Security Trustee (after consultation with the Facility Agent) may appoint a successor Security Trustee. (d) The retiring Security Trustee (the “Retiring Security Trustee”) shall, at its own cost, make available to the successor Security Trustee such documents and records and provide such assistance as the successor Security Trustee may reasonably request for the purposes of performing its functions as Security Trustee under the Finance Documents. (e) The Security Trustee’s resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer, by way of a document expressed as a deed, of all of the Collateral to that successor. (f) Upon the appointment of a successor, the Retiring Security Trustee shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 29.23 (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 Trustee, remain entitled to the benefit of Clause 29 (The Security Trustee), Clause 13.2 (Other indemnities), Clause 29.15 (Lenders’ indemnity to the Security Trustee) and any other provisions of a Finance Document which are expressed to limit or exclude its liability in acting as Security Trustee. Its successor and each of the other Parties shall have the same rights and obligations among themselves as they would have had if that successor had been an original Party. (g) The Majority Lenders may, by notice to the Security Trustee, require it to resign in accordance with paragraph (b) above. In this event, the Security Trustee shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of the Borrower. (h) The consent of any Borrower (or any other Obligor) is not required for an assignment or transfer of rights and/or obligations by the Security Trustee.

Resignation of the Security Trustee. 22.2.6.1. In the event that as a result of any law it shall become illegal for Bank Hapoalim (aor any subsequent Security Trustee) The to act as Security Trustee Trustee, it may resign and appoint one of its Affiliates as successor retire without being responsible for the costs occasioned by such retirement by giving not less than 30 (thirty) days’ (or such lesser period if required under law to resign within a shorter period) prior written notice to that effect to the Obligors and each Finance Party. Facility Agent (b) Alternatively with a copy to the Borrower), provided that the retirement or removal of the Security Trustee may resign by giving notice to shall not take effect until the other Parties in which case the Majority Lenders may appoint appointment of a successor Security Trustee. (c) If the Majority Lenders have not appointed a successor new Security Trustee and the assignment from the Security Trustee to such new trustee of all its rights and obligations under the Finance Documents (including this Agreement) in accordance with paragraph (b) above within 30 days after the notice of resignation was giventhis clause 22.2. 6.1. Upon appointment as aforesaid, the Security Trustee shall assign to the new trustee all its rights and obligations under the Finance Documents (after consultation with including this Agreement), such assignment to be in a form as reasonably approved by the Facility Agent) . 22.2.6.2. If the Security Trustee gives notice of its resignation pursuant to clause 22.2.6.1 above, then any one of the Israeli banks being Lenders may appoint be appointed as a successor to the Security Trustee by the Lenders during the period of such notice but, if no such successor may be appointed under law or if no such Israeli bank is willing to act as the Security Trustee. (d) The retiring Security Trustee (, the “Retiring Security Trustee”) shall, at its own cost, make available to the successor Security Trustee such documents and records and provide such assistance Facility Agent shall appoint as the successor Security Trustee may reasonably request for the purposes of performing its functions as Security Trustee under the Finance Documents. (e) The Security Trustee’s resignation notice shall only take effect upon successor any reputable and experienced Israeli bank. 22.2.6.3. If a successor to the Security Trustee is appointed under the provisions of clause 22.2.6.1 above, then: (ia) the appointment of a successor and (ii) the transfer, by way of a document expressed as a deed, of all of the Collateral to that successor. (f) Upon the appointment of a successor, the Retiring departing Security Trustee shall be discharged from any further obligation in respect of under the Finance Documents (other than Documents, in its obligations under paragraph capacity as Security Trustee; and (b) of Clause 29.23 (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 Trustee, remain entitled to the benefit of Clause 29 (The Security Trustee), Clause 13.2 (Other indemnities), Clause 29.15 (Lenders’ indemnity to the Security Trustee) and any other provisions of a Finance Document which are expressed to limit or exclude its liability in acting as Security Trustee. Its successor successors and each of the other Finance Parties and the Borrower shall have the same rights and obligations among amongst themselves as they would have had if that such successor had been an the original Party. (g) The Majority Lenders may, by notice to the Security Trustee, require it to resign in accordance with paragraph (b) above. In this event, the Security Trustee shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of the Borrower. (h) The consent of any Borrower (or any other Obligor) is not required for an assignment or transfer of rights and/or obligations by the Security Trustee.

Resignation of the Security Trustee. (a) The Security Trustee may resign and appoint one of its Affiliates affiliates as successor by giving notice to the Obligors Borrower and each Finance Secured Party. (b) Alternatively the Security Trustee may resign by giving notice to the other Parties in which case the Majority Lenders may appoint a successor Security Trustee. (c) If the Majority Lenders have not appointed a successor Security Trustee in accordance with paragraph (b) above within 30 days after the notice of resignation was given, the Security Trustee (after consultation with the Facility Agent) may appoint a successor Security Trustee. (d) The retiring Security Trustee (the “Retiring Security Trustee”) shall, at its own cost, make available to the successor Security Trustee such documents and records and provide such assistance as the successor Security Trustee may reasonably request for the purposes of performing its functions as Security Trustee under the Finance Documents. (e) The Security Trustee’s resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer, by way of a document expressed as a deed, of all of the Collateral Security Property to that successor. (f) Upon the appointment of a successor, the Retiring Security Trustee shall be discharged discharged, by way of a document executed as a deed, from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 29.23 26.49 (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 Trustee, remain entitled to the benefit of Clause 29 26 (The Security Trustee), Clause 13.2 26.5 (Other indemnitiesDeductions from receipts), Clause 29.15 26.16 (Lenders’ indemnity to the Security Trustee) and any other provisions of a Finance Document which are expressed to limit or exclude its liability in acting as Security Trustee. Its successor and each of the other Parties shall have the same rights and obligations among amongst themselves as they would have had if that successor had been an original Party. (g) The Majority Lenders may, by notice to the Security Trustee, require it to resign in accordance with paragraph (b) above. In this event, the Security Trustee shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of the Borrower. (h) The consent of any the Borrower (or any other Obligor) is not required for an assignment or transfer of rights and/or obligations by the Security Trustee.

Resignation of the Security Trustee. (a) The Security Trustee may resign and appoint one of its Affiliates affiliates as successor by giving notice to the Obligors Borrower and each Finance Secured Party. (b) Alternatively the Security Trustee may resign by giving notice to the other Parties in which case the Majority Lenders may appoint a successor Security Trustee. (c) If the Majority Lenders have not appointed a successor Security Trustee in accordance with paragraph (b) above within 30 days after the notice of resignation was given, the Security Trustee (after consultation with the Facility Agent) may appoint a successor Security Trustee. (d) The retiring Security Trustee (the “"Retiring Security Trustee”") shall, at its own cost, make available to the successor Security Trustee such documents and records and provide such assistance as the successor Security Trustee may reasonably request for the purposes of performing its functions as Security Trustee under the Finance Documents. (e) The Security Trustee’s Trustee 's resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer, by way of a document expressed as a deed, of all of the Collateral Security Property to that successor. (f) Upon the appointment of a successor, the Retiring Security Trustee shall be discharged discharged, by way of a document executed as a deed, from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 29.23 26.49 (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 Trustee, remain entitled to the benefit of Clause 29 26 (The Security Trustee), Clause 13.2 26.5 (Other indemnitiesDeductions from receipts), Clause 29.15 26.16 (Lenders’ ' indemnity to the Security Trustee) and any other provisions of a Finance Document which are expressed to limit or exclude its liability in acting as Security Trustee. Its successor and each of the other Parties shall have the same rights and obligations among amongst themselves as they would have had if that successor had been an original Party. (g) The Majority Lenders may, by notice to the Security Trustee, require it to resign in accordance with paragraph (b) aboveb)xxxx. In this event, the Security Trustee shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of the Borrower. (h) The consent of any the Borrower (or any other Obligor) is not required for an assignment or transfer of rights and/or obligations by the Security Trustee.

Resignation of the Security Trustee. (a) The Security Trustee may resign and appoint one of its Affiliates as successor without having to give a reason by giving notice to the Obligors Noteholders and each Finance Party. (b) Alternatively the Security Trustee may resign by giving notice to the other Parties Company, in which case the Majority Lenders Noteholders (in consultation with the Company) may appoint a successor Security Trustee. (cb) If the Majority Lenders have not appointed a successor Security Trustee has not been appointed in accordance with paragraph (ba) above within 30 days after the notice of resignation was given, the Security Trustee (after consultation with the Facility AgentCompany) may appoint a successor Security Trustee. (dc) The retiring Security Trustee (shall co-operate with the “Retiring successor Security Trustee”) shall, at Trustee in order to ensure that its own cost, functions are transferred to the successor Security Trustee without disruption to the service provided to the Noteholders and the Company and promptly make available to the successor Security Trustee such documents and records and provide such assistance as the successor Security Trustee may reasonably request for the purposes of performing its functions as Security Trustee under the Finance Loan Note Documents, provided any costs in doing so shall be met in full by the Company. (ed) The Security Trustee’s 's resignation notice shall only take effect upon (i) the appointment of a successor (and (ii) upon the transfer, by way of a document expressed as a deed, execution of all deeds and documents necessary to substitute the successor as holder of the Collateral to that successorsecurity comprised in the Security Document). (fe) Upon the appointment of a successorretiring Security Trustee's notice taking effect in accordance with paragraph (a) above, the Retiring retiring Security Trustee shall be discharged from any further obligation in respect of the Finance Loan Note Documents (other than its obligations under paragraph (b) of Clause 29.23 (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 Trustee, shall remain entitled to the benefit of Clause 29 (The Security Trustee), Clause 13.2 (Other indemnities), Clause 29.15 (Lenders’ indemnity to the Security Trustee) and any other provisions of a Finance Document which are expressed to limit or exclude its liability in acting as Security Trusteethis clause 1.9. Its successor and each of the other Parties parties shall have the same rights and obligations among amongst themselves as they would have had if that such successor had been an original Partyparty. (gf) The After consultation with the Company, the Majority Lenders Noteholders may, by notice to the Security Trustee, require it to resign in accordance with paragraph (ba) above. In this event, the Security Trustee shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of the Borrower. (h) The consent of any Borrower (or any other Obligor) is not required for an assignment or transfer of rights and/or obligations by the Security Trustee.

Resignation of the Security Trustee. (a) The Security Trustee may resign and appoint one of its Affiliates affiliates as successor by giving notice to the Obligors and each Finance PartySecured Parties. (b) Alternatively the Security Trustee may resign by giving notice to the other Secured Parties in which case the Majority Lenders Instructing Group may appoint a successor Security TrusteeTrustee (which shall be a Senior Lender). (c) If the Majority Lenders Instructing Group have not appointed a successor Security Trustee in accordance with paragraph (b) above within 30 thirty (30) days after the notice of resignation was given, the Security Trustee (after consultation with the Facility Agent) may appoint a successor Security TrusteeTrustee (which shall be a Senior Lender). (d) The retiring Security Trustee (the “Retiring Security Trustee”) shall, at its own cost, make available to the successor Security Trustee such documents and records and provide such assistance as the successor Security Trustee may reasonably request for the purposes of performing its functions as Security Trustee under the Finance Documents. (e) The Security Trustee’s 's resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer, by way of a document expressed as a deed, transfer of all of the Collateral Trust Property to that successor. (f) Upon the appointment of a successor, the Retiring retiring Security Trustee shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 29.23 (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 Trustee, shall remain entitled to the benefit of Clause 29 14 (The Security Trustee), Clause 13.2 (Other indemnities), Clause 29.15 (Lenders’ indemnity to the Security Trustee) and any other provisions of a Finance Document which are expressed to limit or exclude its liability in acting as Security Trustee. Its successor and each of the other Parties shall have the same rights and obligations among amongst themselves as they would have had if that successor had been an original Party. (g) The Majority Lenders Instructing Group may, by notice to the Security Trustee, require it to resign in accordance with paragraph (b) above. In this event, the Security Trustee shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of the Borrowerabove. (h) The consent of any Borrower (or any other Obligor) is not required for an assignment or transfer of rights and/or obligations by the Security Trustee.

Resignation of the Security Trustee. (a) The Security Trustee may resign and appoint one of its Affiliates affiliates as successor by giving notice to the Obligors and each Finance PartySecured Parties. (b) Alternatively the Security Trustee may resign by giving notice to the other Secured Parties in which case the Majority Lenders Instructing Group may appoint a successor Security TrusteeTrustee (which shall be a Senior Lender). (c) If the Majority Lenders Instructing Group have not appointed a successor Security Trustee in accordance with paragraph (b) above within 30 thirty (30) days after the notice of resignation was given, the Security Trustee (after consultation with the Facility Agent) may appoint a successor Security TrusteeTrustee (which shall be a Senior Lender). (d) The retiring Security Trustee (the “Retiring Security Trustee”) shall, at its own cost, make available to the successor Security Trustee such documents and records and provide such assistance as the successor Security Trustee may reasonably request for the purposes of performing its functions as Security Trustee under the Finance Documents. (e) The Security Trustee’s resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer, by way of a document expressed as a deed, transfer of all of the Collateral Trust Property to that successor. (f) Upon the appointment of a successor, the Retiring retiring Security Trustee shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 29.23 (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 Trustee, shall remain entitled to the benefit of Clause 29 14 (The Security Trustee), Clause 13.2 (Other indemnities), Clause 29.15 (Lenders’ indemnity to the Security Trustee) and any other provisions of a Finance Document which are expressed to limit or exclude its liability in acting as Security Trustee. Its successor and each of the other Parties shall have the same rights and obligations among amongst themselves as they would have had if that successor had been an original Party. (g) The Majority Lenders Instructing Group may, by notice to the Security Trustee, require it to resign in accordance with paragraph (b) above. In this event, the Security Trustee shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of the Borrowerabove. (h) The consent of any Borrower (or any other Obligor) is not required for an assignment or transfer of rights and/or obligations by the Security Trustee.

Resignation of the Security Trustee. (a) The Security Trustee may resign and appoint one of its Affiliates affiliates as successor by giving notice to the Obligors Company, each Representative and each Finance Partythe Hedge Counterparties. (b) Alternatively the Security Trustee may resign by giving not less than 30 days’ notice to the other Parties in which case (prior to the Revolving Facility Discharge Date) the Majority Revolving Lenders or (after the Revolving Facility Discharge Date and prior to the Senior Secured Notes Discharge Date) the Senior Secured Notes Trustee(s) may appoint a successor Security TrusteeTrustee (after consultation with the Company). (c) If the Majority Revolving Lenders (or, after the Revolving Facility Discharge Date and prior to the Senior Secured Notes Discharge Date, the Senior Secured Notes Trustee(s)) have not appointed a successor Security Trustee in accordance with paragraph (b) above within 30 20 days after the notice of resignation was given, the Security Trustee (after consultation with the Facility AgentRepresentatives) may appoint a successor Security TrusteeTrustee which must be a financial institution of good standing and have an office in the United Kingdom through which it will be acting for the purposes of the Debt Documents to which it is party including this Agreement. (d) The retiring Security Trustee (the “Retiring Security Trustee”) shall, at its own cost, make available to the successor Security Trustee such documents and records and provide such assistance as the successor Security Trustee may reasonably request for the purposes of performing its functions as Security Trustee under the Finance Debt Documents. (e) The Security Trustee’s resignation notice shall only take effect upon the earlier of: (i) the appointment of a successor and (ii) the transfer, by way of a document expressed as a deed, transfer of all of the Collateral Security Property to that successor. (f) Upon the appointment of a successor, the Retiring Security Trustee shall be discharged from any further obligation in respect of the Finance Debt Documents (other than its obligations under paragraph (b) of Clause 29.23 17.23 (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 Trustee, remain entitled to the benefit of Clause 29 Clauses 0 (The Security Trustee), Clause 13.2 21.1 (Other indemnities), Clause 29.15 (LendersDebtors’ indemnity to the Security Trusteeindemnity) and any other provisions of a Finance Document which are expressed to limit or exclude its liability in acting as Security Trustee21.3 (Primary Creditors’ indemnity). Its successor and each of the other Parties shall have the same rights and obligations among amongst themselves as they would have had if that successor had been an original Party. (g) The Majority Revolving Lenders (or, after the Revolving Facility Discharge Date and prior to the Senior Secured Notes Discharge Date, the Senior Secured Notes Trustee(s)) may, by notice to the Security Trustee, require it to resign in accordance with paragraph (b) above. In this event, the Security Trustee shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of the BorrowerCompany. (h) The consent of any Borrower (or any other Obligor) is not required for an assignment or transfer of rights and/or obligations by the Security Trustee.