FROM ITS APPOINTMENT AS
SUCH UNDER THIS DEED.
THE REMOVAL SHALL AUTOMATICALLY BE OF EFFECT ON THE
EXPIRY OF THE NOTICE SAVE, WHERE THE LENDERS (OTHER THAN THE SECURITY TRUSTEE,
IN ITS CAPACITY AS A LENDER) SHALL HAVE FAILED TO APPOINT A SUCCESSOR SECURITY
TRUSTEE FALLING WITHIN THE REQUIREMENTS OF CLAUSES 29.1.1(A) OR 29.1.1(B), IN
WHICH CASE THE REMOVAL SHALL BE DEFERRED UNTIL SUCH APPOINTMENT IS MADE.
THE
LENDERS (OTHER THAN THE SECURITY TRUSTEE, IN ITS CAPACITY AS A LENDER) SHALL
IMMEDIATELY NOTIFY THE SECURITY TRUSTEE IN WRITING OF THEIR MAKING SUCH
APPOINTMENT.
29.1.3
ON THE SENIOR DISCHARGE DATE, THE PROVISIONS OF CLAUSE 29.1.1 SHALL
CEASE TO APPLY AND THE SECURITY TRUSTEE MAY, UPON 30 DAYS' NOTICE TO TCN, THE
LESSORS' AGENT AND THE HEDGE COUNTERPARTIES AND CONDITIONAL UPON THE SUCCESSOR
TRUSTEE EXECUTING A DEED SUPPLEMENTAL HERETO WITH THE CHARGORS TO GIVE EFFECT TO
THE PROVISIONS OF CLAUSE 29.1.4 BELOW, RETIRE FROM ITS APPOINTMENT AS SECURITY
TRUSTEE UNDER THIS DEED.
NO SUCH RETIREMENT SHALL TAKE EFFECT UNLESS THERE HAS
BEEN APPOINTED AS A SUCCESSOR TRUSTEE ANY REPUTABLE AND EXPERIENCED BANK OR
FINANCIAL INSTITUTION WITH OFFICES IN LONDON NOMINATED BY THE SECURITY TRUSTEE
AND TO WHICH TCN HAS GIVEN ITS CONSENT (SUCH CONSENT NOT TO BE UNREASONABLY
WITHHELD OR DELAYED).
FROM (AND INCLUDING) THE SENIOR DISCHARGE DATE UNTIL THE
HEDGE DISCHARGE DATE, THE HEDGE COUNTERPARTIES, AND FROM (AND INCLUDING) THE
HEDGE DISCHARGE DATE AND ALL OF THE LESSORS (UNTIL THE LESSOR JUNIOR DISCHARGE
DATE) UNDERTAKE TO THE SECURITY TRUSTEE THAT FOLLOWING RECEIPT OF A NOTICE FROM
THE SECURITY TRUSTEE PURSUANT TO THIS CLAUSE 29.1.3 THEY WILL ENSURE THAT A
SUCCESSOR TRUSTEE IS APPOINTED IN ACCORDANCE WITH THIS CLAUSE 29.1.3 AS SOON AS
PRACTICABLE.
29.1.4
UPON ANY SUCH SUCCESSOR AS AFORESAID BEING APPOINTED, AND SUBJECT TO
APPROPRIATE ARRANGEMENTS HAVING BEEN MADE IN RELATION TO THE RIGHTS, TITLES AND
INTERESTS
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CONSTITUTED BY THIS DEED TO THE SATISFACTION OF THE BENEFICIARIES, THE RETIRING
SECURITY TRUSTEE SHALL BE DISCHARGED FROM ANY FURTHER OBLIGATIONS UNDER THIS
DEED AND ITS SUCCESSOR AND THE OTHER PARTIES TO THIS DEED SHALL HAVE THE SAME
RIGHTS AND OBLIGATIONS AMONG THEMSELVES AS THEY WOULD HAVE HAD IF SUCH SUCCESSOR
HAD BEEN A PARTY TO THIS DEED IN PLACE OF THE RETIRING SECURITY TRUSTEE.
29.1.5
ANY CORPORATION INTO WHICH THE SECURITY TRUSTEE MAY BE MERGED OR
CONVERTED OR ANY CORPORATION WITH WHICH THE SECURITY TRUSTEE MAY BE CONSOLIDATED
OR ANY CORPORATION RESULTING FROM ANY MERGER, CONVERSION, AMALGAMATION,
CONSOLIDATION OR OTHER REORGANISATION TO WHICH THE SECURITY TRUSTEE SHALL BE A
PARTY SHALL, TO THE EXTENT PERMITTED BY APPLICABLE LAW, BE THE SUCCESSOR
SECURITY TRUSTEE UNDER THE SECURITY DOCUMENTS WITHOUT THE EXECUTION OR FILING OF
ANY DOCUMENT OR ANY FURTHER ACT ON THE PART OF ANY OF THE PARTIES TO THIS DEED
OR ANY SECURITY DOCUMENT, SAVE THAT NOTICE OF ANY SUCH MERGER, CONVERSION,
AMALGAMATION, CONSOLIDATION OR OTHER REORGANISATION SHALL FORTHWITH BE GIVEN TO
THE TCN AND THE BENEFICIARIES.
29.2
EFFECTIVE DATE
The retirement of the Security Trustee and the appointment of