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 Kosmos, the Senior Creditors and Junior Lenders. (b) Alternatively the Security Trustee may resign by giving notice to the other Parties in which case the Majority Senior Creditors (or, after the Senior Discharge Date, the Majority Junior Lenders) may appoint a successor Security Trustee. (c) If the Majority Senior Creditors (or, after the Senior Discharge Date, the Majority Junior 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 Agents) 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 of all of the 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 Documents (other than its obligations under paragraph (b) of Clause 12.17 (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 Clauses 12 (The Security Trustee), 16.1 (Obligors’ indemnity) and 16.3 (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. (g) The Majority Senior Creditors (or, after the Senior Discharge Date, the Majority Junior 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 Kosmos.

Resignation of the Security Trustee. (a) The Security Trustee may only resign and appoint one upon the Lenders approving the identity of its affiliates as a successor by giving notice to Kosmos, the Senior Creditors and Junior LendersSecurity Trustee. (b) Alternatively Subject to paragraph (a) above: (i) the Security Trustee may resign and appoint any of its Affiliates as successor Security Trustee by giving notice to the other Finance Parties and the Company; or (ii) the Security Trustee may resign by giving notice to the other Finance Parties and the Company, in which case the Majority Senior Creditors (or, after the Senior Discharge Date, the Majority Junior Lenders) Lenders may appoint a successor Security Trustee. (c) If the Majority Senior Creditors (or, after the Senior Discharge Date, the Majority Junior Lenders) have not appointed a no successor Security Trustee in accordance with has been appointed under paragraph (bb)(ii) above within 30 days after the notice of resignation was given, the Security Trustee (after consultation with the Agents) may appoint a successor Security Trustee. (d) The person(s) appointing a successor Security Trustee must, if practicable, consult with the Company prior to the appointment. Any successor Security Trustee must have an office in the UK. (e) The resignation of the Security Trustee and the appointment of any successor Security Trustee must be effected by deed and will both become effective only when the following conditions have been satisfied: (i) the successor Security Trustee notifies all the Parties that it accepts its appointment; (ii) the successor Security Trustee 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) no Finance Party (other than the Security Trustee) has notified the Security Trustee that it is not satisfied with the creditworthiness of the proposed successor Security Trustee within seven days of the Security Trustee’s notification under paragraph (a) above. On giving of the notification, the successor Security Trustee will succeed to the position of the Security Trustee and the term Security Trustee will mean the successor Security Trustee. (f) The retiring Security Trustee (the “Retiring Security Trustee”) shallmust, at its own cost, : (i) make available to the successor Security Trustee such those documents and records and provide such any assistance as the successor Security Trustee may reasonably request for the purposes of performing its functions as the Security Trustee under the Finance Documents; (ii) enter into and deliver to the successor Security Trustee those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Finance Documents to the successor Security Trustee; and (iii) take whatever action the successor Security Trustee may require to ensure that all rights, powers and security vested in the Security Trustee are vested in the successor Security Trustee. (e) The Security Trustee’s resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Security Property to that successor. (fg) Upon its resignation becoming effective, this Clause will continue to benefit 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 12.17 (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 Trustee, remain entitled and, subject to the benefit of Clauses 12 paragraph (The Security Trustee)f) above, 16.1 (Obligors’ indemnity) and 16.3 (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. (gh) The Majority Senior Creditors (or, after the Senior Discharge Date, the Majority Junior Lenders) Lenders may, by notice to the Facility Agent and the Security Trustee, require it to resign in accordance with paragraph (b) above. In this event, the Security Trustee shall to resign in accordance with under paragraph (bb)(ii) above but the cost referred to in paragraph (d) above shall be for the account of the Kosmosabove.

Resignation of the Security Trustee. (a) 15.1.1 The Security Trustee may resign and appoint one of its affiliates as successor by giving notice to Kosmos, the Senior Creditors and Junior Lenders. (b) Alternatively the Security Trustee may resign by giving 30 days notice to the other Parties Lenders and the Borrower, in which case the Majority Senior Creditors Agent (or, after consultation with the Senior Discharge Date, Borrower and having discussed any concerns of the Majority Junior LendersBorrower in respect of the identity of the successor Security Trustee) may appoint a successor Security Trustee. (c) 15.1.2 If the Majority Senior Creditors (or, after the Senior Discharge Date, the Majority Junior Lenders) have Agent has not appointed a successor Security Trustee in accordance with paragraph (b) above sub-clause 15.1.1 within 30 days after the notice of resignation was given, the retiring Security Trustee (after consultation with the AgentsBorrower and at the cost of the Borrower) may appoint a successor Security Trustee. The Security Trustee is not bound to supervise or be responsible in any way for any loss incurred by reason of misconduct or default on the part of the successor Security Trustee. 15.1.3 If the Security Trustee wishes to resign because it has concluded that it is no longer appropriate for it to remain as security trustee and the Security Trustee is entitled to appoint a successor Security Trustee under sub-clause 15.1.2, the Security Trustee may after consulting with the Borrower (dif it concludes that it is necessary to do so in order to persuade the proposed successor Security Trustee to become a Party to this Deed as Security Trustee) agree (subject to the provisions of the Facility Agreement) with the proposed successor Security Trustee amendments to this Clause 15 and any other term of this Deed dealing with the rights or obligations of the Security Trustee consistent with the current market practice for the appointment and protection of corporate trustees, and the Borrower shall pay all fees and expenses the due and owing to the resigning Security Trustee prior to the effectiveness of its resignation. 15.1.4 The retiring Security Trustee (the “Retiring Security Trustee”) shall, at its own cost, shall 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 DocumentsTrustee. (e) The Security Trustee’s resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the 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 Documents (other than its obligations under paragraph (b) of Clause 12.17 (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 Clauses 12 (The Security Trustee), 16.1 (Obligors’ indemnity) and 16.3 (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. (g) The Majority Senior Creditors (or, after the Senior Discharge Date, the Majority Junior 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 Kosmos.

Resignation of the Security Trustee. (a) The Security Trustee may resign and appoint one of its affiliates as successor by giving notice to Kosmosthe Company, each Representative and the Senior Creditors and Junior LendersHedge 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 Senior Creditors Revolving Lenders or (or, after the Revolving Facility Discharge Date and prior to the Senior Secured Discharge Date, ) the Majority Junior Lenders) Senior Secured Trustees may appoint a successor Security TrusteeTrustee (after consultation with the Company). (c) If the Majority Senior Creditors Revolving Lenders (or, after the Revolving Facility Discharge Date and prior to the Senior Secured Discharge Date, the Majority Junior LendersSenior Secured Trustees) 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 AgentsRepresentatives) 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 (i) the appointment of a successor and (ii) the transfer of all of the 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 12.17 16.23 (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 Clauses 12 16 (The Security Trustee), 16.1 20.1 (ObligorsDebtors’ indemnity) and 16.3 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. (g) The Majority Senior Creditors Revolving Lenders (or, after the Revolving Facility Discharge Date and prior to the Senior Secured Discharge Date, the Majority Junior LendersSenior Secured Trustees) 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 KosmosCompany.