Common use of Successor Security Trustee Clause in Contracts

Successor Security Trustee. 13.4.1 Any successor Security Trustee appointed as provided in this Clause 13 shall execute, acknowledge and deliver to the Loan Note Issuer and to its predecessor Security Trustee an instrument accepting such appointment hereunder and the transfer of the interests of the predecessor Security Trustee in the Secured Property in respect of each Series to such successor Security Trustee, and thereupon the resignation or removal of the predecessor Security Trustee shall become effective and such successor Security Trustee, without any further act, deed or conveyance, shall become fully vested with such interests in the Secured Property in respect of each Series and all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Security Trustee herein. The predecessor Security Trustee shall deliver to the successor Security Trustee all documents and statements held by it hereunder, and the parties to this Deed and the predecessor Security Trustee shall execute and deliver such instruments and do such other things as may reasonably be required by the successor Security Trustee for fully and certainly vesting and confirming in the successor Security Trustee all such interests in Secured Property in respect of all Series of Loan Notes and such rights, powers, duties and obligations. 13.4.2 Upon acceptance of appointment by a successor Security Trustee as provided in this Clause 13.4, such successor Security Trustee shall give notice of such succession hereunder to all Secured Creditors of each Series. 13.4.3 For as long as the Note Trustee in respect of each Term Series of Loan Notes is the same person and has not resigned or had its appointment terminated, any successor Security Trustee shall be the same entity as the Note Trustee unless the Secured Creditors unanimously agree otherwise.

Successor Security Trustee. 13.4.1 Any 9.1 Resignation of the Security Trustee, Appointment of Successor 9.1.1 The Security Trustee may resign, subject to Clause 9.1.3 below, by giving not less than 60 (sixty) days prior written notice to the other Secured Parties and the Issuer, in which case the other Secured Parties may forthwith appoint a successor to the Security Trustee, in each case in consultation with the Issuer. 9.1.2 If the appointment of a successor Security Trustee appointed as provided has not been made by the other Secured Parties and the Issuer within 60 (sixty) days of the date of the notice specified in this Clause 13 shall execute9.1.1, acknowledge and deliver to the Loan Note Issuer and to its predecessor retiring Security Trustee an instrument accepting such appointment hereunder may appoint by transferring its duties and the transfer obligation of the interests of the predecessor Security Trustee in the Secured Property in respect of each Series a trustee to such other Person (in consultation with the Debenture Trustee, IIFCL and upon its accession to this Agreement, the Backstop Guarantor) that is qualified to act as a trustee under Applicable Law, as the successor Security Trustee, and thereupon the . 9.1.3 The resignation or removal of the predecessor Security Trustee shall and the appointment of any successor Security Trustee will both become effective and such only upon the successor Security Trustee, without any further act, deed or conveyance, shall become fully vested with such interests in the Secured Property in respect of each Series and Trustee notifying all the rights, powers, duties Parties that it accepts its appointment and obligations of its predecessor hereunder, with the like effect as if originally named as successor Security Trustee herein. The predecessor signing the Security Trustee shall deliver Deed of Accession. On giving the notification and the execution of the Security Trustee Deed of Accession, the successor Security Trustee will succeed to the position of the Security Trustee under the Debenture Documents. 9.1.4 The retiring Security Trustee shall, at the Issuer’s cost, make available to the successor Security Trustee all such documents and statements held by it hereunder, records and the parties to this Deed and the predecessor Security Trustee shall execute and deliver provide such instruments and do such other things assistance as may reasonably be required by the successor Security Trustee may reasonably request for fully and certainly vesting and confirming in the successor purposes of performing its functions as the Security Trustee all such interests in Secured Property in respect of all Series of Loan Notes under the Debenture Documents and such rights, powers, duties and obligationsthis Agreement. 13.4.2 9.1.5 Upon acceptance of appointment by its resignation becoming effective, this Agreement shall continue to benefit a successor retiring Security Trustee as provided in this Clause 13.4, such successor Security Trustee shall give notice of such succession hereunder to all Secured Creditors of each Series. 13.4.3 For as long as the Note Trustee in respect of each Term Series any action taken or not taken by it under or in connection with this Agreement and the other Debenture Documents while it was the Security Trustee and, subject to Clause 9.1.4 above, and without prejudice to any liability which the retiring Security Trustee may have incurred prior to such resignation becoming effective, it shall have no further obligations under this Agreement and the other Debenture Documents. 9.1.6 The Security Trustee agrees that it shall, if so requested in writing by the Secured Parties, tender its resignation in accordance with this Clause 9.1. In this event, the Security Trustee shall resign in accordance with the provisions of Loan Notes this Clause 9.1 but it shall not be entitled to appoint a successor Security Trustee. 9.1.7 Any successor Security Trustee, however appointed, shall be a bank, financial institution or body corporate which is acceptable to the same person Debenture Trustee, IIFCL and has not resigned upon its accession to this Agreement, the Backstop Guarantor, and is incorporated and authorised under Applicable Law to do business and act and function as a trustee in India. 9.1.8 Any corporation into which the Security Trustee may be merged or had its appointment terminatedconverted or with which it may be consolidated, or any successor corporation resulting from any merger, conversion or consolidation to which the Security Trustee shall be a party, or any corporation to which substantially all the same entity corporate trust business of the Security Trustee including powers to act and function as a trustee of the Note Security Trustee unless may be transferred, shall, subject to the Secured Creditors unanimously agree otherwiseterms and provisions of Clause 9.1.7 be the Security Trustee under this Agreement without any further act.

Successor Security Trustee. 13.4.1 Any successor The Security Trustee appointed as provided in may resign its appointment under this Clause 13 shall execute, acknowledge Agreement and deliver the Loan Documents to which the Security Trustee is a party at any time upon 30 days' prior notice to the Loan Note Issuer Borrower, the Administrative Agent, and to its predecessor the Lenders. If the Security Trustee an instrument accepting such appointment hereunder shall resign as Security Trustee under this Agreement and the transfer other Loan Documents to which the Security Trustee is a party, then the Required Lenders shall appoint from among the Lenders a successor to the Security Trustee, which successor to the Security Trustee shall be approved by the Borrower, whereupon such successor to the Security Trustee shall succeed to the rights, powers and duties of the interests of the predecessor Security Trustee in the Secured Property in respect of each Series to such successor Security Trustee, and thereupon the resignation or removal of term "Security Trustee" shall mean such successor effective upon such appointment and approval, and the predecessor former Security Trustee's rights, powers and duties as Security Trustee shall become effective and such successor Security Trusteebe terminated, without any other or further act, act or deed or conveyance, shall become fully vested with on the part of such interests in the Secured Property in respect of each Series and all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as former Security Trustee herein. The predecessor Security Trustee shall deliver to the successor Security Trustee all documents and statements held by it hereunder, and or any of the parties to this Deed Agreement. After any retiring Security Trustee's resignation as Security Trustee, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Security Trustee under this Agreement and the predecessor Loan Documents to which the Security Trustee shall execute and deliver such instruments and do such other things as may reasonably be required by is a party. If a successor to the successor Security Trustee for fully and certainly vesting and confirming in is appointed under the successor Security Trustee all such interests in Secured Property in respect provisions of all Series of Loan Notes and such rights, powers, duties and obligations. 13.4.2 Upon acceptance of appointment by a successor Security Trustee as provided in this Clause 13.4, such successor Security Trustee shall give notice of such succession hereunder to all Secured Creditors of each Series. 13.4.3 For as long as Section 9.12 then the Note Trustee in respect of each Term Series of Loan Notes is the same person and has not resigned or had its appointment terminated, any successor retiring Security Trustee shall be discharged from any further obligations under this Agreement and the same entity as Loan Documents to which the Note Security Trustee unless is a party but shall remain entitled to the Secured Creditors unanimously agree otherwisebenefit of the provisions of this Section 9.12.

Successor Security Trustee. 13.4.1 Any The Security Trustee may resign its appointment under any of this Agreement or the Foreign Security Documents upon five (5) days notice to the Lenders and the Borrower, such resignation to be effective upon the acceptance of a successor security trustee to its appointment as Security Trustee and upon all necessary documents having been entered into to ensure that the benefit of the Foreign Security Documents is held by such successor. In the event the Bank sells all of its Commitment and Loans as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as Security Trustee and such purchaser or transferee shall become the successor Security Trustee hereunder. If the Security Trustee resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor security trustee for the Lenders. If no successor security trustee is appointed as provided in this Clause 13 shall execute, acknowledge and deliver prior to the Loan Note Issuer and to its predecessor Security Trustee an instrument accepting such appointment hereunder and the transfer effective date of the interests resignation of the predecessor Security Trustee in the Secured Property in respect of each Series to such successor Security Trustee, and thereupon the resignation or removal of the predecessor Security Trustee shall become effective may appoint, after consulting with the Lenders and the Borrower, a successor security trustee from among the Lenders. Upon the acceptance of its appointment as successor security trustee hereunder, such successor Security Trustee, without any further act, deed or conveyance, security trustee shall become fully vested with such interests in the Secured Property in respect of each Series and succeed to all the rights, powers, powers and duties and obligations of its predecessor hereunder, with the like effect as if originally named as retiring Security Trustee herein. The predecessor Security Trustee shall deliver to the successor Security Trustee all documents and statements held by it hereunder, and the parties to this Deed term "Security Trustee" shall mean such successor security trustee and the predecessor retiring Security Trustee shall execute Trustee's appointment, powers and deliver such instruments and do such other things duties as may reasonably be required by the successor Security Trustee for fully and certainly vesting and confirming in the successor Security Trustee all such interests in Secured Property in respect of all Series of Loan Notes and such rights, powers, duties and obligations. 13.4.2 Upon acceptance of appointment by a successor Security Trustee as provided in this Clause 13.4, such successor Security Trustee shall give notice of such succession hereunder to all Secured Creditors of each Series. 13.4.3 For as long as the Note Trustee in respect of each Term Series of Loan Notes is the same person and has not resigned or had its appointment terminated, any successor Security Trustee shall be terminated. After any retiring Security Trustee's resignation "hereunder as Security Trustee, the same entity provisions of this Article 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Security Trustee under this Agreement. The retiring Security Trustee shall make available to its successor such documents and records and provide such assistance as the Note successor may reasonably request for the purpose of performing its functions under this Agreement and the Foreign Security Documents. Notwithstanding any provision to the contrary, the Security Trustee unless shall not be obligated to disclose to any person any confidential or other information if the Secured Creditors unanimously agree otherwisedisclosure would or might in its reasonable opinion constitute a breach of any law or fiduciary duty.

Successor Security Trustee. 13.4.1 11.5.1 Any successor Security Trustee appointed as provided in this Clause 13 11 (Resignation or Removal of the Security Trustee) shall execute, acknowledge and deliver to the Loan Note Issuer and to its predecessor Security Trustee an instrument accepting such appointment hereunder and the transfer of the interests of the predecessor Security Trustee in the Secured Property in respect of each Series to such successor Security Trustee, and thereupon the resignation or removal of the predecessor Security Trustee shall become effective and such successor Security Trustee, without any further act, deed or conveyance, shall become fully vested with such interests in the Secured Property in respect of each Series and all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Security Trustee herein. The predecessor Security Trustee shall deliver to the successor Security Trustee all documents and statements held by it hereunder, and the parties to this Security Trust Deed and the predecessor Security Trustee shall execute and deliver such instruments and do such other things as may reasonably be required by the successor Security Trustee for fully and certainly vesting and confirming in the successor Security Trustee all such interests in Secured Property in respect of all Series of Loan Notes and such rights, powers, duties and obligations. 13.4.2 11.5.2 Upon acceptance of appointment by a successor Security Trustee as provided in this Clause 13.411.5 (Successor Security Trustee), such successor Security Trustee shall give notice of such succession hereunder to all Secured Creditors of each Series. 13.4.3 11.5.3 Any successor Security Trustee will be a person either in the United Kingdom or the United States of America providing they are able to act in accordance with applicable law and regulation. 11.5.4 For as long as the Note Trustee in respect of each Term Series of Loan Notes is the same person and has not resigned or had its appointment been terminated, any successor Security Trustee shall be the same entity as the Note Trustee unless the Secured Creditors unanimously agree predecessor Security Trustee agrees otherwise.