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 Borrowers and each Finance Party. (b) Alternatively the Security Agent may resign by giving notice to the other Parties in which case the Majority L▇▇▇▇▇▇ may appoint a successor Security Agent. (c) If the Majority 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 Security Agent (after consultation with the Facility Agent) may appoint a successor Security Agent. (d) The retiring Security Agent (the "Retiring Security Agent") shall, at its own 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 Finance Documents. (e) The Security Agent'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 Security Property to that successor. (f) Upon the appointment of a successor, the Retiring Security Agent shall be 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 33.24 (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, remain entitled to the benefit of C▇▇▇▇▇ 33 (The Security Agent), Clause 14.6 (Indemnity to the Security Agent), Clause 33.16 (L▇▇▇▇▇▇' indemnity to the Security Agent) and any other provisions of a Finance Document which are expressed to limit or exclude its liability in acting as 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. (g) The Majority L▇▇▇▇▇▇ 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 but the cost referred to in paragraph (d) above shall be for the account of the Borrowers. (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 Agent.

Resignation of the Security Agent. (aA) The Security Agent may resign and appoint one of its affiliates as successor by giving notice to the Borrowers Company and each Finance Partythe Lenders. (bB) Alternatively the Security Agent may resign by giving notice to the other Parties Lenders in which case the Majority L▇▇▇▇▇▇ Lenders may appoint a successor Security Agent. (cC) If the Majority 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 Facility Agent) may appoint a successor Security Agent. (dD) The retiring Security Agent (the "“Retiring Security Agent"”) shall, at its own 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 Finance Documents. (eE) The Security Agent'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 Security Secured Property to that successor. (fF) Upon the appointment of a successor, the Retiring Security Agent shall be discharged, by way of a document executed as a deed, discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b24.17(B) of Clause 33.24 (Winding up of trust) and under paragraph (dD) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, remain entitled to the benefit of C▇▇▇▇▇ 33 clause 24 (The Security Agent), Clause 14.6 clause 30.1 (Indemnity to the Security Agent), Clause 33.16 (L▇▇▇▇▇▇' indemnity to the Security AgentObligors’ indemnity) and any other provisions of a Finance Document which are expressed to limit or exclude its liability in acting as Security Agentclause 30.3 (Lenders’ 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. (gG) The Majority L▇▇▇▇▇▇ 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 but the cost referred to in paragraph (dD) above shall be for the account of the BorrowersCompany. (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 Agent.

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 Borrowers Borrower and each Finance Partythe Majority Lenders. (b) Alternatively the Security Agent may resign by giving notice to the other Parties Lenders in which case the Majority L▇▇▇▇▇▇ Lenders may appoint a successor Security Agent. (c) If the Majority 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 Security Agent (after consultation with the Facility Agent) may appoint a successor Security Agent. (d) The retiring Security Agent (the "Retiring Security Agent") shall, at its own cost, 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 Finance Documents. (e) The Security Agent'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 Security Property to that successor. (f) Upon the appointment of a successor, the Retiring Security Agent shall be discharged, by way of a document executed as a deed, discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 33.24 26.17 (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 Agent, remain entitled to the benefit of C▇▇▇▇▇ 33 Clauses 26 (The Security Agent), Clause 14.6 15.4 (Indemnity to the Security Agent), Clause 33.16 (L▇▇▇▇▇▇Obligors' indemnity to the Security Agent) and any other provisions of a Finance Document which are expressed 26.20 (Lenders' indemnity to limit or exclude its liability in acting as 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. (g) The Majority L▇▇▇▇▇▇ 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 but and the cost referred to in connection with paragraph (d) above shall be for the account of the BorrowersBorrower. (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 Agent.

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 Borrowers Lenders, the Swap Counterparties, the Administration Agent and each Finance Partythe Borrower. (b) Alternatively the Security Agent may resign by giving notice to the other Parties Lenders, the Swap Counterparties, the Administration Agent and the Borrower, in which case an Instructing Group (after consultation with the Majority L▇▇▇▇▇▇ Borrower) may appoint a successor Security Agent. (c) If the Majority Lenders an 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 Facility AgentBorrower) may appoint a successor Security Agent. (d) The retiring Security Agent (the "Retiring Security Agent") shall, at its own cost, 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 Finance Documents. (e) The Security Agent's ’s resignation notice shall only take effect upon (i) the appointment of a successor to the Security Agent and (ii) the transfer, by way of a document expressed as a deed, assignment or transfer of all of the Transaction Security Property held by the retiring Security Agent to that successor. (f) Upon the appointment of a successorsuccessor Security Agent, the Retiring retiring Security Agent shall be discharged, by way of a document executed as a deed, discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 33.24 (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 C▇▇▇▇▇ 33 (The Security Agent), this Clause 14.6 (Indemnity to the Security Agent), Clause 33.16 (L▇▇▇▇▇▇' indemnity to the Security Agent) and any other provisions of a Finance Document which are expressed to limit or exclude its liability in acting as Security Agent8.12. Its successor and each of the other Parties and Secured Parties shall have the same rights and obligations amongst themselves as they would have had if that such successor had been an original Party. (g) The Majority L▇▇▇▇▇▇ After consultation with the Borrower, an 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 but the cost referred to in paragraph (d) above shall be for the account of the Borrowersabove. (h) The consent of Upon receiving any Borrower (or any other Obligor) is not required for an assignment or transfer of rights and/or obligations by notice under this Clause 8.12, the Security AgentAdministration Agent shall promptly notify the Transaction Warrant Holders.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its affiliates as successor by giving notice to the Borrowers and each Finance Secured Party. (b) Alternatively the Security Agent may resign by giving notice to the other Parties in which case the Majority L▇▇▇▇▇▇ Lenders may appoint a successor Security Agent. (c) If the Majority 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 Security Agent (after consultation with the Facility Agent) may appoint a successor Security Agent. (d) The retiring Security Agent (the "Retiring Security Agent") shall, at its own 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 Finance Documents. (e) The Security Agent'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 Security Property to that successor. (f) Upon the appointment of a successor, the Retiring Security Agent shall be 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 33.24 30.22 (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 C▇▇▇▇▇ 33 Clause 30 (The Security Agent), Clause 14.6 14.4 (Indemnity to the Security Agent), Clause 33.16 30.14 (L▇▇▇▇▇▇' Lenders’ indemnity to the Security Agent) and any other provisions of a Finance Document which are expressed to limit or exclude its liability in acting as 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. (g) The Majority L▇▇▇▇▇▇ 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 but the cost referred to in paragraph (d) above shall be for the account of the Borrowers. (h) The consent of any Borrower the Borrowers (or any other 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 resign and appoint one of its affiliates as successor by giving notice to the Borrowers and each Finance Party. (b) Alternatively the Security Agent may resign by giving notice to the other Parties in which case the Majority L▇▇▇▇▇▇ may appoint a successor Security Agent. (c) If the Majority 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 Security Agent (after consultation with the Facility Agent) may appoint a successor Security Agent. (d) The retiring Security Agent (the "Retiring Security Agent") shall, at its own 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 Finance Documents. (e) The Security Agent'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 Security Property to that successor. (f) Upon the appointment of a successor, the Retiring Security Agent shall be 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 33.24 34.26 (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, remain entitled to the benefit of C▇▇▇▇▇ 33 34 (The Security Agent), Clause 14.6 (Indemnity to the Security Agent), Clause 33.16 34.18 (L▇▇▇▇▇▇' indemnity to the Security Agent) and any other provisions of a Finance Document which are expressed to limit or exclude its liability in acting as 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. (g) The Majority L▇▇▇▇▇▇ 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 but the cost referred to in paragraph (d) above shall be for the account of the Borrowers. (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 Agent.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its affiliates as successor by giving notice to the Borrowers Borrower and each Finance Secured Party. (b) Alternatively the Security Agent may resign by giving notice to the other Parties in which case the Majority L▇▇▇▇▇▇▇ may appoint a successor Security Agent. (c) If the Majority 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 Security Agent (after consultation with the Facility Agent) may appoint a successor Security Agent. (d) The retiring Security Agent (the "Retiring Security Agent") shall, at its own 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 Finance Documents. (e) The Security Agent'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 Security Property to that successor. (f) Upon the appointment of a successor, the Retiring Security Agent shall be 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 33.24 31.22 (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 C▇▇▇▇▇ 33 this Clause 31 (The Security Agent), Clause 14.6 14.4 (Indemnity to the Security Agent), Clause 33.16 31.14 (L▇▇▇▇▇▇▇' indemnity to the Security Agent) and any other provisions of a Finance Document which are expressed to limit or exclude its liability in acting as 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. (g) The Majority L▇▇▇▇▇▇▇ 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 but the cost referred to in paragraph (d) above shall be for the account of the BorrowersBorrower. (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 Agent.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its affiliates as successor by giving notice to the Borrowers and each Finance PartyAgents on behalf of the Lenders. (b) Alternatively the Security Agent may resign by giving notice to the other Parties Agents on behalf of the Lenders in which case the Majority L▇▇▇▇▇▇ First Ranking Lenders may appoint a successor Security Agent. (c) If the Majority Lenders have First Ranking Lender 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 Facility AgentAgents) may appoint a successor Security Agent. (d) The retiring Security Agent (the "Retiring Security Agent") shall, at its own 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 Finance Documents. (e) The Security Agent'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 Security Trust Property to that successor. (f) Upon the appointment of a successor, the Retiring retiring Security Agent shall be discharged, by way of a document executed as a deed, discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 33.24 (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 C▇▇▇▇▇ 33 Clause 14 (The Security Agent), Clause 14.6 (Indemnity to the Security Agent), Clause 33.16 (L▇▇▇▇▇▇' indemnity to the Security Agent) and any other provisions of a Finance Document which are expressed to limit or exclude its liability in acting as 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. (g) The Majority L▇▇▇▇▇▇ First Ranking 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 but the cost referred to in paragraph (d) above shall be for the account of the Borrowersabove. (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 Agent.

Resignation of the Security Agent. (aA) The Security Agent may resign and appoint one of its affiliates as successor by giving notice to Kosmos and the Borrowers and each Finance PartyCreditors. (bB) Alternatively the Security Agent may resign by giving notice to the other Parties in which case the Majority L▇▇▇▇▇▇ Creditors may appoint a successor Security Agent. (cC) If the Majority Lenders Creditors 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 Facility AgentAgents) may appoint a successor Security Agent. (dD) The retiring Security Agent (the "“Retiring Security Agent"”) shall, at its own 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 Finance Documents. (eE) The Security Agent'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 Security Property to that successor. (fF) Upon the appointment of a successor, the Retiring Security Agent shall be discharged, by way of a document executed as a deed, discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b11.17(B) of Clause 33.24 (Winding up of trust) and under paragraph (dD) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, remain entitled to the benefit of C▇▇▇▇▇ 33 Clauses 11 (The Security Agent), Clause 14.6 15.1 (Indemnity to the Security Agent), Clause 33.16 (L▇▇▇▇▇▇' indemnity to the Security AgentObligors’ indemnity) and any other provisions of a Finance Document which are expressed to limit or exclude its liability in acting as Security Agent15.3 (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. (gG) The Majority L▇▇▇▇▇▇ Creditors 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 but the cost referred to in paragraph (dD) above shall be for the account of the BorrowersKosmos. (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 Agent.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its affiliates as successor by giving notice to the Borrowers and each Finance Party. (b) Alternatively the Security Agent may resign by giving notice to the other Parties in which case the Majority L▇▇▇▇▇▇ may appoint a successor Security Agent. (c) If the Majority 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 Security Agent (after consultation with the Facility Agent) may appoint a successor Security Agent. (d) The retiring Security Agent (the "Retiring Security Agent") shall, at its own 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 Finance Documents. (e) The Security Agent'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 Security Property to that successor. (f) Upon the appointment of a successor, the Retiring Security Agent shall be 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 33.24 33.26 (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, remain entitled to the benefit of C▇▇▇▇▇ 33 (The Security Agent), Clause 14.6 (Indemnity to the Security Agent), Clause 33.16 33.18 (L▇▇▇▇▇▇' indemnity to the Security Agent) and any other provisions of a Finance Document which are expressed to limit or exclude its liability in acting as 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. (g) The Majority L▇▇▇▇▇▇ 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 but the cost referred to in paragraph (d) above shall be for the account of the Borrowers. (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 Agent.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its affiliates as successor by giving notice to the Borrowers and each Finance Party. (b) Alternatively the Security Agent may resign by giving notice to the other Parties in which case the Majority L▇▇▇▇▇▇▇ may appoint a successor Security Agent. (c) If the Majority 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 Security Agent (after consultation with the Facility Agent) may appoint a successor Security Agent. (d) The retiring Security Agent (the "Retiring Security Agent") shall, at its own 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 Finance Documents. (e) The Security Agent'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 Security Property to that successor. (f) Upon the appointment of a successor, the Retiring Security Agent shall be 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 33.24 (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, remain entitled to the benefit of C▇▇▇▇▇ Clause 33 (The Security Agent), Clause 14.6 (Indemnity to the Security Agent), Clause 33.16 (L▇▇▇▇▇▇▇' indemnity to the Security Agent) and any other provisions of a Finance Document which are expressed to limit or exclude its liability in acting as 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. (g) The Majority L▇▇▇▇▇▇▇ 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 but the cost referred to in paragraph (d) above shall be for the account of the Borrowers. (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 Agent.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its affiliates as successor by giving notice to the Borrowers and each Finance Party. (b) Alternatively the Security Agent may resign by giving notice to the other Parties in which case the Majority L▇▇▇▇▇▇▇ may appoint a successor Security Agent. (c) If the Majority 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 Security Agent (after consultation with the Facility Agent) may appoint a successor Security Agent. (d) The retiring Security Agent (the "“Retiring Security Agent"”) shall, at its own 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 Finance Documents. (e) The Security Agent'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, of all of the Security Property to that successor. (f) Upon the appointment of a successor, the Retiring Security Agent shall be 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 33.24 (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, remain entitled to the benefit of C▇▇▇▇▇▇ 33 (The Security Agent), Clause 14.6 (Indemnity to the Security Agent), Clause 33.16 (L▇▇▇▇▇▇' ▇’ indemnity to the Security Agent) and any other provisions of a Finance Document which are expressed to limit or exclude its liability in acting as 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. (g) The Majority L▇▇▇▇▇▇▇ 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 but the cost referred to in paragraph (d) above shall be for the account of the Borrowers. (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 Agent.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its affiliates as successor by giving notice to the Borrowers and each Finance Party. (b) Alternatively the Security Agent may resign by giving notice to the other Parties in which case the Majority L▇▇▇▇▇▇ Lenders may appoint a successor Security Agent. (c) If the Majority 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 Security Agent (after consultation with the Facility Agent) may appoint a successor Security Agent. (d) The retiring Security Agent (the "Retiring Security Agent") shall, at its own 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 Finance Documents. (e) The Security Agent'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 Security Property to that successor. (f) Upon the appointment of a successor, the Retiring Security Agent shall be 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 33.24 31.25 (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, remain entitled to the benefit of C▇▇▇▇▇ 33 Clause 31 (The Security Agent), Clause 14.6 14.5 (Indemnity to the Security Agent), Clause 33.16 31.16 (L▇▇▇▇▇▇Lenders' indemnity to the Security Agent) and any other provisions of a Finance Document which are expressed to limit or exclude its liability in acting as 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. (g) The Majority L▇▇▇▇▇▇ 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 but the cost referred to in paragraph (d) above shall be for the account of the Borrowers. (h) The consent of any either Borrower (or any other 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 resign and appoint one of its affiliates Affiliates (acting through an office in Hong Kong) as successor by giving notice to the Borrowers Borrower and each Finance Partythe Majority Lenders. (b) Alternatively the Security Agent may resign by giving notice to the other Parties in which case the Majority L▇▇▇▇▇▇ Lenders may appoint a successor Security Agent. (c) If the Majority 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 Security Agent (after consultation with the Facility Agent) may appoint a successor Security AgentAgent (acting through an office in Hong Kong). (d) The retiring Security Agent (the "Retiring Security Agent") shall, at its own 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 Finance Documents. (e) The Security Agent'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 Security Property (or, as applicable, all of the interest in the Security Property held by the Security Agent) to that successor. (f) Upon the appointment of a successor, the Retiring Security Agent shall be discharged, by way of a document executed as a deed, discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 33.24 26.17 (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 Agent, remain entitled to the benefit of C▇▇▇▇▇ 33 Clauses 26 (The Security Agent), Clause 14.6 15.4 (Indemnity to the Security Agent), Clause 33.16 (L▇▇▇▇▇▇Obligors' indemnity to the Security Agent) and any other provisions of a Finance Document which are expressed 26.20 (Lenders' indemnity to limit or exclude its liability in acting as 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. (g) The Majority L▇▇▇▇▇▇ 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 but the cost referred to in paragraph (d) above shall be for the account of the Borrowers. (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 Agent.

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 Borrowers External Creditors and each Finance Partythe Company. (b) Alternatively the Security Agent may resign by giving thirty (30) days’ notice to the other Parties External Creditors and the Company, in which case the Majority L▇▇▇▇▇▇ External Creditors may appoint a successor Security Agent. (c) If the Majority Lenders External 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 Facility AgentAgent and the Hedge Counterparties) may appoint a successor Security Agent. (d) The retiring Security Agent (the "Retiring Security Agent") shall, at its own cost, 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 Finance Debt Documents. (e) 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, by way of a document expressed as a deed, transfer of all of the Security Property to that successor. (f) Upon the appointment of a successor, the Retiring retiring Security Agent shall be discharged, by way of a document executed as a deed, discharged from any further obligation in respect of the Finance Debt Documents (other than its obligations under paragraph (b) of Clause 33.24 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 C▇▇▇▇▇ 33 (The Security Agent), this Clause 14.6 18.13 and Clause 21.1 (Indemnity to the Security Agent), Clause 33.16 ) (L▇▇▇▇▇▇' indemnity to the Security Agent) and any other provisions Security Agent fees for the account of a Finance Document which are expressed the retiring Security Agent shall cease to limit or exclude its liability in acting as Security Agentaccrue (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. (g) The Majority L▇▇▇▇▇▇ External 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 but the cost referred to in paragraph (d) above shall be for the account of the Borrowers. (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 Agent.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its affiliates as successor by giving notice to the Borrowers and each Finance Secured Party. (b) Alternatively the Security Agent may resign by giving notice to the other Parties in which case the Majority L▇▇▇▇▇▇ Lenders may appoint a successor Security Agent. (c) If the Majority 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 Security Agent (after consultation with the Facility Agent) may appoint a successor Security Agent. (d) The retiring Security Agent (the "“Retiring Security Agent"”) shall, at its own 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 Finance Documents. (e) The Security Agent'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, of all of the Security Property to that successor. (f) Upon the appointment of a successor, the Retiring Security Agent shall be 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 33.24 30.22 (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 C▇▇▇▇▇ 33 Clause 30 (The Security Agent), Clause 14.6 14.4 (Indemnity to the Security Agent), Clause 33.16 30.14 (L▇▇▇▇▇▇' Lenders’ indemnity to the Security Agent) and any other provisions of a Finance Document which are expressed to limit or exclude its liability in acting as 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. (g) The Majority L▇▇▇▇▇▇ 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 but the cost referred to in paragraph (d) above shall be for the account of the Borrowers. (h) The consent of any Borrower the Borrowers (or any other Obligor) is not required for an assignment or transfer of rights and/or obligations by the Security Agent.