Common use of Resignation and Removal Clause in Contracts

Resignation and Removal. Any Managing Trustee may resign and be discharged from the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this Agreement.

Resignation and Removal. Any Managing Subject to the appointment and acceptance of a successor Security Trustee or Agent (as the case may be) as provided below, each of the Security Trustee and the Agent may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to any remaining Managing the Lenders and the Borrowers, and the Security Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee Agent may be removed only “for cause,” at any time with or without cause by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due Majority Lenders by giving notice thereof to the (a) gross negligence or fraud of Agent, the Managing Security Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of Lenders and the Managing Trustee to meet its obligations as the same come dueBorrowers. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of Upon any such resignation or removal, at which time, if the Majority Lenders shall have the right to appoint a successor Managing Security Trustee or Agent, as the case may be. If no successor Security Trustee or Agent, as the case may be, shall have been so appointed and by the Lenders or, if appointed, shall not have accepted such appointment in a writing to within 30 days after the Beneficiariesretiring Security Trustee’s or Agent’s, as the case may be, giving of notice of resignation or the Majority Lenders’ removal of the retiring Security Trustee or Agent, as the case may be, then upon written notice thereof given by the successor Managing retiring Security Trustee to or Agent, as the resigning Managing Trusteecase may be, may, on behalf of the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If Lenders, appoint a successor Managing Security Trustee or Agent. Upon the acceptance of any appointment as Security Trustee or Agent hereunder by a successor Security Trustee or Agent, such successor Security Trustee or Agent, as the case may be, shall not have been appointed within a thirty (30) day period thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Security Trustee or Agent, as the case may be, and the retiring Security Trustee or Agent shall be discharged from the predecessor Managing Trusteeits duties and obligations hereunder. After any retiring Security Trustee or Agent’s resignation or removalremoval hereunder as Security Trustee or Agent, for any reason whatsoeveras the case may be, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 Clause 31 shall continue in effect for its benefit in respect of this Agreementany actions taken or omitted to be taken by it while it was acting as the Security Trustee or the Agent, as the case may be.

Resignation and Removal. Any Managing Trustee The Warrant Agent may at any time resign and be discharged from the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such Company of such intention on its part, specifying the date on which its desired resignation shall become effective effective; provided, however, that such date shall not be less than 60 days after the date on the day specified in which such notice is given unless the Company otherwise agrees. The Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company or the Required Warrantholders and specifying such removal and the date when it shall become effective, which date shall not be less than 60 days after such notice is given unless the Warrant Agent otherwise agrees. Any removal under this Section shall take effect upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee Company or (c) bankruptcy, insolvency or inability the Required Warrantholders as hereinafter provided of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees Warrant Agent (which shall be pro-rated as (i) a bank or trust company, (ii) organized under the laws of the effective date United States of America or one of the states thereof, (iii) authorized under the laws of the jurisdiction of its organization to exercise corporate trust powers, (iv) having a combined capital and surplus of at least $50,000,000 (as set forth in its most recent reports of condition published pursuant to law or to the requirements of any United States federal or state regulatory or supervisory authority) and (v) having an office in the Borough of Manhattan, The City of New York) and the acceptance of such appointment by such successor Warrant Agent. The obligations of the Company under Section 5.05 shall continue to the extent set forth herein notwithstanding the resignation or removal) and expenses and to reimbursement by the Beneficiaries out removal of the Trust Assets Warrant Agent. The Warrant Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Warrant Agent shall not be responsible for any expenses incurred misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. The Warrant Agent shall not be liable for any action taken, suffered, or omitted to be taken by it in connection with good faith and reasonably believed by it to be authorized or within the transfer discretion or rights or powers conferred upon it by this agreement. In no event shall the Warrant Agent be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Warrant Agent has been advised of the Trust Assets pursuant to likelihood of such loss or damage and in accordance with regardless of the provisions form of this Section 11.2 of this Agreementaction.

Resignation and Removal. Any Managing ------------------------- Trustee may resign and be discharged from the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the BeneficiariesBeneficiaries holding Beneficial Interests representing an aggregate of at least a majority of the total Beneficial Interests. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s 's successor and such successor’s 's acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for at any time, with or without cause,” , by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removalresignation, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by a representative of the successor Managing Trustee Beneficiaries to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal's resignation, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removalresignation) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this Agreementsection.

Resignation and Removal. Any Managing Trustee (a) Subject to the appointment and acceptance of a successor as provided in this paragraph, Administrative Agent and/or Collateral Agent may resign and be discharged from the Trust hereby created by giving written notice thereof to at any remaining Managing Trustee or Trustees or by giving time upon no less than 90 days prior written notice to the BeneficiariesSecured Parties and Borrower. Such resignation Upon any such resignation, the Required Lenders (other than Subordinated Lender) shall have the right to appoint a successor. If no successor is appointed by such Required Lenders within 30 days after the retiring Administrative Agent and/or Collateral Agent gives notice of its resignation, the Required Senior First Lien Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 days after the retiring Administrative Agent and/or Collateral Agent gives notice of its resignation, then the retiring Administrative Agent and/or Collateral Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a national or state chartered bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become effective on vested with all the day specified in such notice or upon rights, powers, privileges and duties of the appointment retiring Administrative Agent and/or Collateral Agent, and the retiring Administrative Agent and/or Collateral Agent shall be discharged from its duties and obligations hereunder as of such Managing Trustee’s successor and the date of such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest its appointment and assumption of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as such, in writing, as Administrative Agent, or Collateral Agent, as the case may be. The fees payable by Borrower to a successor Administrative Agent shall be the same come dueas those payable to its predecessor unless otherwise agreed between Borrower and such successor. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing TrusteeAfter Administrative Agent’s and/or Collateral Agent’s resignation or removalhereunder, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Article X and Section 11.2 11.03 hereof shall continue in effect for the benefit of this Agreementsuch retiring Administrative Agent and/or Collateral Agent, as the case may be, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent and/or Collateral Agent.

Resignation and Removal. Any Managing Trustee Agent may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to Lenders and Borrower. Each such notice shall set forth the date of such resignation. Majority Lenders or Borrower, with the consent (which shall not be unreasonably withheld) of Majority Lenders (other than Agent to be removed) shall be entitled to remove any remaining Agent. Upon any such resignation or removal, Borrower may, with the written concurrence (which shall not be unreasonably withheld) of Majority Lenders (exclusive of any such resigned or removed Agent), designate a successor Agent. If, within fifteen (15) days after the date of such resignation or removal, Borrower makes no such designation or such written concurrence is not given, Majority Lenders (exclusive of any such resigned or removed Agent) shall, with the consent of Borrower (which consent shall not be unreasonably withheld or delayed), have the right to appoint a successor Agent. A successor must be appointed for any retiring Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such Agent, and such Managing Agent's resignation shall become effective when such successor accepts such appointment. Upon the acceptance of any appointment as a Managing Agent hereunder by a successor Managing Agent and the satisfaction of all obligations on the day specified in such notice or upon the appointment part of such retiring or removed Managing Trustee’s successor Agent necessary to facilitate succession, the retiring or removed Managing Agent, as the case may be, shall be discharged from its duties and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of obligations under this Agreement by and the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come dueother Loan Documents. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its After any Agent's resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trusteehereunder, the resigning Managing Trustee provisions of this Article 7 shall deliver continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under the Trust Assets Loan Documents. Any out-going Agent shall promptly execute all assignments and other documents necessary to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with effectuate the transfer of the Trust Assets pursuant agency in connection with this Agreement and shall promptly deliver all original documents and any collateral in its possession to and in accordance with the provisions of this Section 11.2 of this Agreementsuccessor Agents.

Resignation and Removal. Any Except as otherwise provided in this Section 11.2, until the dissolution of the Trust, the Managing Trustee may shall not take any voluntary step to dissolve itself or to resign and be discharged from as Managing Trustee. The Managing Trustee shall have the Trust hereby created by giving written notice thereof right to any remaining resign voluntarily as Managing Trustee or Trustees or to dissolve itself with the concurrence of the Beneficiaries by giving written notice a Majority Vote; provided, however, that the Managing Trustee may, without the consent of the Beneficiaries, to the Beneficiaries. Such resignation shall become effective on the day specified extent permitted by law, substitute in such notice its stead as Managing Trustee any entity which has, by merger, consolidation or upon the appointment otherwise, acquired substantially all of such Managing Trustee’s successor assets, stock or other evidence of equity interest and such successor’s acceptance of such appointment, whichever is earliercontinued its business. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest upon the Majority Vote of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come dueBeneficiaries. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this Agreement.

Resignation and Removal. Any Managing Trustee Subject to the appointment and acceptance of a successor Security Trustee, Facility Agent or Payment Agent (as the case may be) as provided below, each of the Security Trustee, the Facility Agent and the Payment Agent may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to any remaining Managing Trustee the Lenders and the Borrowers, and the Security Trustee, the Facility Agent or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee Payment Agent may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence any time with or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement without cause by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come dueMajority Lenders. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of Upon any such resignation or removal, at which time, if the Majority Lenders shall have the right to appoint a successor Managing Trustee Security Trustee, Facility Agent or Payment Agent, as the case may be, which shall be a Lender, or a Lender with an Affiliate, which has an office in New York, New York. If no successor Security Trustee, Facility Agent or Payment Agent, as the case may be, shall have been so appointed and by the Lenders or, if appointed, shall not have accepted such appointment in a writing to within 30 days after the Beneficiariesretiring Security Trustee’s, Facility Agent’s, or Payment Agent’s, as the case may be, giving of notice of resignation or the Majority Lenders’ removal of the retiring Security Trustee, Facility Agent or Payment Agent, as the case may be, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing retiring Security Trustee, Facility Agent or Payment Agent, as the resigning Managing Trustee shall deliver case may be, may, on behalf of the Trust Assets to the successor Managing Trustee. If Lenders, appoint a successor Managing Trustee Security Trustee, Facility Agent or Payment Agent, as the case may be, which shall not have been appointed within be a thirty (30) day period Lender, or a Lender with an Affiliate, which has an office in New York, New York. Upon the acceptance of any appointment as Security Trustee, Facility Agent or Payment Agent hereunder by a successor Security Trustee, Facility Agent or Payment Agent, such successor Security Trustee, Facility Agent or Payment Agent, as the case may be, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Security Trustee, Facility Agent or Payment Agent, as the case may be, and the retiring Security Trustee, Facility Agent or Payment Agent shall be discharged from the predecessor Managing its duties and obligations hereunder. After any retiring Security Trustee’s, Facility Agent’s or Payment Agent’s resignation or removalremoval hereunder as Security Trustee, for any reason whatsoeverFacility Agent or Payment Agent, as the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with case may be, the provisions of this Section 11.2 Clause 24 shall continue in effect for its benefit in respect of this Agreementany actions taken or omitted to be taken by it while it was acting as Security Trustee, Facility Agent or Payment Agent, as the case may be.

Resignation and Removal. Any Managing Subject to the appointment and acceptance of a successor Security Trustee or Agent (as the case may be) as provided below, each of the Security Trustee and the Agent may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to any remaining Managing the Lenders, the Swap Banks and the Borrower, and the Security Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee Agent may be removed only “for cause,” at any time with or without cause by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due Majority Lenders by giving notice thereof to the (a) gross negligence or fraud of Agent, the Managing Security Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcyLenders, insolvency or inability of the Managing Trustee to meet its obligations as Swap Banks and the same come dueBorrower. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of Upon any such resignation or removal, at which time, if the Majority Lenders shall have the right to appoint a successor Managing Security Trustee or Agent, as the case may be. If no successor Security Trustee or Agent, as the case may be, shall have been so appointed and by the Lenders or, if appointed, shall not have accepted such appointment in a writing to within 30 days after the Beneficiariesretiring Security Trustee’s or Agent’s, as the case may be, giving of notice of resignation or the Majority Xxxxxxx’ removal of the retiring Security Trustee or Agent, as the case may be, then upon written notice thereof given by the successor Managing retiring Security Trustee to or Agent, as the resigning Managing Trusteecase may be, may, on behalf of the resigning Managing Trustee shall deliver Lenders and the Trust Assets to the successor Managing Trustee. If Swap Banks, appoint a successor Managing Security Trustee or Agent. Upon the acceptance of any appointment as Security Trustee or Agent hereunder by a successor Security Trustee or Agent, such successor Security Trustee or Agent, as the case may be, shall not have been appointed within a thirty (30) day period thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Security Trustee or Agent, as the case may be, and the retiring Security Trustee or Agent shall be discharged from the predecessor Managing Trusteeits duties and obligations hereunder. After any retiring Security Trustee or Agent’s resignation or removalremoval hereunder as Security Trustee or Agent, for any reason whatsoeveras the case may be, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 Clause 31 shall continue in effect for its benefit in respect of this Agreementany actions taken or omitted to be taken by it while it was acting as the Security Trustee or the Agent, as the case may be.

Resignation and Removal. Any Managing Liquidating Trustee may resign and be discharged from the Liquidating Trust hereby created by giving written notice thereof to any remaining Managing Liquidating Trustee or Liquidating Trustees or by giving written notice to the BeneficiariesBeneficiaries holding Liquidating Trust Units representing an aggregate of at least a majority of the total Beneficial Interests in all of the Liquidating Trust accounts and the Grantor. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Liquidating Trustee’s 's successor and such successor’s 's acceptance of such appointment, whichever is earlier. Any Managing Liquidating Trustee may be removed only “for at any time, with or without cause,” , by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Liquidating Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Liquidating Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Liquidating Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removalresignation, at which time, if a successor Managing Liquidating Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by a representative of the successor Managing Trustee Beneficiaries to the resigning Managing Liquidating Trustee, the resigning Managing Liquidating Trustee shall deliver the Liquidating Trust Assets to the successor Managing Liquidating Trustee. If a successor Managing Liquidating Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Liquidating Trustee’s resignation or removalresignation, for any reason whatsoever, the resigning Managing Liquidating Trustee shall deliver the Liquidating Trust Assets to a court of competent jurisdiction in the county in which the Liquidating Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Liquidating Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removalresignation) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Liquidating Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this Agreementsection.

Resignation and Removal. Any Managing Subject to the appointment and acceptance of a successor Security Trustee or Agent (as the case may be) as provided below, each of the Security Trustee and the Agent may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to any remaining Managing the Lenders and the Borrower, and the Security Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee Agent may be removed only “for cause,” at any time with or without cause by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due Lenders by giving notice thereof to the (a) gross negligence or fraud of Agent, the Managing Security Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of Lenders and the Managing Trustee to meet its obligations as the same come dueBorrower. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of Upon any such resignation or removal, at which time, if the Lenders shall have the right to appoint a successor Managing Security Trustee or Agent, as the case may be. If no successor Security Trustee or Agent, as the case may be, shall have been so appointed and by the Lenders or, if appointed, shall not have accepted such appointment in a writing to within 30 days after the Beneficiariesretiring Security Trustee’s or Agent’s, as the case may be, giving of notice of resignation or the Lenders’ removal of the retiring Security Trustee or Agent, as the case may be, then upon written notice thereof given by the successor Managing retiring Security Trustee to or Agent, as the resigning Managing Trusteecase may be, may, on behalf of the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If Lenders, appoint a successor Managing Security Trustee or Agent. Upon the acceptance of any appointment as Security Trustee or Agent hereunder by a successor Security Trustee or Agent, such successor Security Trustee or Agent, as the case may be, shall not have been appointed within a thirty (30) day period thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Security Trustee or Agent, as the case may be, and the retiring Security Trustee or Agent shall be discharged from the predecessor Managing Trusteeits duties and obligations hereunder. After any retiring Security Trustee or Agent’s resignation or removalremoval hereunder as Security Trustee or Agent, for any reason whatsoeveras the case may be, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 Clause 31 shall continue in effect for its benefit in respect of this Agreementany actions taken or omitted to be taken by it while it was acting as the Security Trustee or the Agent, as the case may be.

Resignation and Removal. Any Managing Trustee The Calculation Agent may at any time resign and be discharged from the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or as Calculation Agent by giving written notice to the BeneficiariesIssuer of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall never be earlier than 30 days after the receipt of such notice by the Issuer, unless the Issuer otherwise agrees in writing. The Calculation Agent may be removed at any time by the filing with it of any instrument in writing signed on behalf of the Issuer and specifying such removal and the date when it is intended to become effective. Such resignation or removal shall become effective take effect upon the date of the appointment by the Issuer, as hereinafter provided, of a successor Calculation Agent. If within 30 days after notice of resignation or removal has been given, a successor Calculation Agent has not been appointed, the Calculation Agent may, on behalf of and at the day specified in such expense of the Issuer, with prior notice to the Issuer, appoint its own successor or upon the resigning Calculation Agent or the Issuer may petition any court of competent jurisdiction for the appointment of such Managing a successor Calculation Agent. If at any time the Calculation Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Calculation Agent shall be taken under the control of any State or Federal court or administrative body because of bankruptcy or insolvency or for any other reason, then a successor Calculation Agent shall as soon as practicable be appointed by the Issuer by an instrument in writing filed with the predecessor Calculation Agent, the successor Calculation Agent and the Trustee’s . Upon the appointment of a successor Calculation Agent and such successor’s acceptance by it of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder Calculation Agent so succeeded shall cease and terminate on the effective date of to be such Calculation Agent hereunder. Upon its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee Calculation Agent shall be entitled to the payment by the Issuer of its compensation, if any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses is owed to it, for services rendered hereunder and to the reimbursement by the Beneficiaries out of the Trust Assets for any all reasonable out-of-pocket expenses (including properly incurred counsel fees and expenses) incurred in connection with the services rendered by it hereunder and to the payment of all other amounts owed to it hereunder. Any successor Calculation Agent appointed hereunder shall execute and deliver to its predecessor, the Issuer and the Trustee an instrument accepting such appointment hereunder, and thereupon such successor Calculation Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as such Calculation Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obliged to transfer and deliver, and such successor Calculation Agent shall be entitled to receive, copies of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this Agreementany relevant records maintained by such predecessor Calculation Agent.

Resignation and Removal. Any Managing Subject to the appointment and acceptance of a successor Security Trustee or Agent (as the case may be) as provided below, each of the Security Trustee and the Agent may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to any remaining Managing the Lenders, the Swap Banks and the Borrower, and the Security Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee Agent may be removed only “for cause,” at any time with or without cause by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due Majority Lenders by giving notice thereof to the (a) gross negligence or fraud of Agent, the Managing Security Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcyLenders, insolvency or inability of the Managing Trustee to meet its obligations as Swap Banks and the same come dueBorrower. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of Upon any such resignation or removal, at which time, if the Majority Lenders shall have the right to appoint a successor Managing Security Trustee or Agent, as the case may be. If no successor Security Trustee or Agent, as the case may be, shall have been so appointed and by the Lenders or, if appointed, shall not have accepted such appointment in a writing to within 30 days after the Beneficiariesretiring Security Trustee’s or Agent’s, as the case may be, giving of notice of resignation or the Majority Lenders’ removal of the retiring Security Trustee or Agent, as the case may be, then upon written notice thereof given by the successor Managing retiring Security Trustee to or Agent, as the resigning Managing Trusteecase may be, may, on behalf of the resigning Managing Trustee shall deliver Lenders and the Trust Assets to the successor Managing Trustee. If Swap Banks, appoint a successor Managing Security Trustee or Agent. Upon the acceptance of any appointment as Security Trustee or Agent hereunder by a successor Security Trustee or Agent, such successor Security Trustee or Agent, as the case may be, shall not have been appointed within a thirty (30) day period thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Security Trustee or Agent, as the case may be, and the retiring Security Trustee or Agent shall be discharged from the predecessor Managing Trusteeits duties and obligations hereunder. After any retiring Security Trustee or Agent’s resignation or removalremoval hereunder as Security Trustee or Agent, for any reason whatsoeveras the case may be, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 Clause 31 shall continue in effect for its benefit in respect of this Agreementany actions taken or omitted to be taken by it while it was acting as the Security Trustee or the Agent, as the case may be.

Resignation and Removal. Any Managing Trustee The Escrow Bank may resign and be discharged from the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in District, and upon receipt of such notice or upon the appointment District shall promptly appoint a successor Escrow Bank. If the District does not appoint a successor Escrow Bank within thirty days of receipt of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trusteenotice, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to Escrow Bank may petition a court of competent jurisdiction for the appointment of a successor Escrow Bank, which court may thereupon, upon such notice as it shall deem proper, appoint a successor Escrow Bank. Upon acceptance of appointment by a successor Escrow Bank, the resigning Escrow Bank shall transfer all moneys held by it in the county in which Escrow Fund to such successor Escrow Bank and be discharged of any further obligation or responsibility hereunder. The District may remove the Trust Assets are there being held and give Escrow Bank upon thirty (30) days’ prior notice, by giving written notice of the same such removal to the parties heretoEscrow Bank, and thereupon shall appoint a successor Escrow Bank by an instrument in writing. The resigning Managing Trustee Upon acceptance of appointment by a successor Escrow Bank, the removed Escrow Bank shall transfer all moneys held by it in the Escrow Fund to such successor Escrow Bank and be discharged of any further obligation or responsibility hereunder. Any successor Escrow Bank appointed under the provisions hereof shall be entitled a trust company or bank having trust powers, having a corporate trust office in California, having a combined capital and surplus of at least $50,000,000, and subject to payment supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any unpaid fees (which supervising or examining authority above referred to, then for the purpose of this paragraph the combined capital and surplus of such bank or trust company shall be pro-rated deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Any bank, corporation or association into which the Escrow Bank may be merged or converted or with which it may be consolidated, or any bank, corporation or association resulting from any merger, conversion or consolidation to which the Escrow Bank shall be a party, or any bank, corporation or association succeeding to all or substantially all of the effective date corporate trust business of the resignation or removal) and expenses and to reimbursement by Escrow Bank shall be the Beneficiaries out successor of the Trust Assets for Escrow Bank hereunder without the execution or filing of any expenses incurred in connection paper with any parties hereto or any further act on the transfer part of any of the Trust Assets pursuant parties hereto except on the part of any of the parties hereto where an instrument or transfer or assignment is required by law to and in accordance with effect such succession, anything herein to the provisions of this Section 11.2 of this Agreementcontrary notwithstanding.

Resignation and Removal. Any Managing Trustee Subject to the appointment and acceptance of a successor Servicing Bank as provided below, each of the Servicing Xxxxx may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on Lenders, the day specified in such notice or upon Swap Banks and the appointment of such Managing Trustee’s successor Borrowers, and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee a Servicing Bank may be removed only “for cause,” at any time with or without cause by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due Majority Lenders by giving notice thereof to the (a) gross negligence or fraud of Agent, the Managing Security Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcyK-Sure Agent the Lenders, insolvency or inability of the Managing Trustee to meet its obligations as Swap Xxxxx and the same come dueBorrowers. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of Upon any such resignation or removal, at which time, if the Majority Lenders shall have the right to appoint a successor Managing Security Trustee or Agent or K-Sure Agent, as the case may be. If no successor Security Trustee or Agent or K-Sure Agent, as the case may be, shall have been so appointed and by the Lenders or, if appointed, shall not have accepted such appointment in a writing to within 30 days after the Beneficiariesretiring Security Trustee’s or Agent’s or K-Sure Agent’s, as the case may be, giving of notice of resignation or the Majority Lenders’ removal of the retiring Security Trustee or Agent or K-Sure Agent, as the case may be, then upon written notice thereof given by the successor Managing retiring Security Trustee to or Agent or K-Sure Agent, as the resigning Managing Trusteecase may be, may, on behalf of the resigning Managing Trustee shall deliver Lenders and the Trust Assets to the successor Managing Trustee. If Swap Banks, appoint a successor Managing Security Trustee or Agent or K-Sure Agent. Upon the acceptance of any appointment as Security Trustee or Agent or K-Sure Agent hereunder by a successor Security Trustee or Agent or K-Sure Agent, such successor Security Trustee or Agent or K-Sure Agent, as the case may be, shall not have been appointed within a thirty (30) day period thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Security Trustee or Agent or K-Sure Agent, as the case may be, and the retiring Security Trustee or Agent or K-Sure Agent shall be discharged from the predecessor Managing its duties and obligations hereunder. After any retiring Security Trustee’s or Agent’s or K-Sure Agent’s resignation or removalremoval hereunder as Security Trustee or Agent or K-Sure Agent, for any reason whatsoeveras the case may be, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 Clause 32 shall continue in effect for its benefit in respect of this Agreement.any actions taken or omitted to be taken by it while it was acting as the Security Trustee or the Agent or K-Sure Agent, as the case may be. 119

Resignation and Removal. Any Managing Subject to the appointment and acceptance of a successor Security Trustee or Facility Agent (as the case may be) as provided below, each of the Security Trustee and the Facility Agent may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to any remaining Managing the Lenders, the Swap Banks and the Borrower, and the Security Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee Facility Agent may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence any time with or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement without cause by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come dueMajority Lenders. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of Upon any such resignation or removal, at which time, if the Majority Lenders shall have the right to appoint a successor Managing Security Trustee or Facility Agent, as the case may be, which shall be a Lender, or a Lender with an Affiliate, which has an office in New York, New York. If no successor Security Trustee or Facility Agent, as the case may be, shall have been so appointed and by the Lenders or, if appointed, shall not have accepted such appointment in a writing to within 30 days after the Beneficiariesretiring Security Trustee’s or Facility Agent’s, as the case may be, giving of notice of resignation or the Majority Lenders’ removal of the retiring Security Trustee or Facility Agent, as the case may be, then upon written notice thereof given by the successor Managing retiring Security Trustee to or Facility Agent, as the resigning Managing Trusteecase may be, may, on behalf of the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If Lenders, appoint a successor Managing Security Trustee or Facility Agent, as the case may be, which shall not have been appointed within be a thirty (30) day period Lender, or a Lender with an Affiliate, which has an office in New York, New York. Upon the acceptance of any appointment as Security Trustee or Facility Agent hereunder by a successor Security Trustee or Facility Agent, such successor Security Trustee or Facility Agent, as the case may be, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Security Trustee or Facility Agent, as the case may be, and the retiring Security Trustee or Facility Agent shall be discharged from the predecessor Managing Trusteeits duties and obligations hereunder. After any retiring Security Trustee or Facility Agent’s resignation or removalremoval hereunder as Security Trustee or Facility Agent, for any reason whatsoeveras the case may be, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 Clause 26 shall continue in effect for its benefit in respect of this Agreementany actions taken or omitted to be taken by it while it was acting as the Security Trustee or the Facility Agent, as the case may be.

Resignation and Removal. Any Managing Trustee may resign without the approval of any court upon sixty days prior notice given by such Trustee in writing or electronically to all members of the Special Committee (with a copy to Dechert, 30 Rockefeller Plaza, New York, New York 10112, attn: Ronald R. Jewelx, Xxx.), xxxxxx xxx Xxxxxxx Xxxxxxxxx xxxxx xlect to xxxx xxxx xxxxxxation be effective on an earlier date, and be discharged from the Trust hereby created by giving written notice thereof to any the remaining Managing Trustee or Trustees or and by giving written mailing such notice to the BeneficiariesBeneficiaries at their respective addresses as they appear in the records of the Trustees. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s 's successor and such successor’s 's acceptance of such appointment, whichever is earlier; provided that the resigning Trustee is not the sole Trustee, in which event such resignation shall take effect upon the qualification of a successor Trustee. Any Managing resignation by a Trustee who is also a "Manager" of THCG, LLC shall constitute the resignation by such Trustee also as a "Manager" of THCG, LLC. Any Trustee may be removed only “for if the Special Committee in good faith determines that there is "cause,” " to do so and such determination is approved by Beneficiaries having an aggregate Beneficial Interest of at least a majority 50% of the total Beneficial Interests (other than Beneficial Interests of the Trustees, members of their families and affiliates of any of the foregoing). The term "cause" shall mean any of the following: (i) conviction of a felony; (ii) perpetration of an intentional and knowing fraud against or adversely affecting the Trust or any agent or employee thereof or adversely affecting THCG, LLC; (iii) willful and substantial failure of a Trustee to perform his duties hereunder (other than as a result of total or partial incapacity due to physical or mental illness or injury) or a willful and substantial breach by the Trustee of his obligations under this Agreement; or (iv) in the Trust. Removal “for cause” shall mean removal event that the Trustee is also a "Manager" of THCG, LLC, willful and substantial failure of such Trustee-Manager to perform his duties (other than as a result of total or partial incapacity due to physical or mental illness or injury) under, or a willful and substantial breach by such Trustee-Manager of his obligations under, the THCG, LLC Amended and Restated Limited Liability Company Agreement dated as of July 16, 2001; provided, however, that a removal pursuant to clause (aiii) gross negligence or fraud of clause (iv) shall not become effective unless the Managing Trustee, (b) willful misconduct Trustee fails to cure such failure to perform or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of within thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon after written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation Special Committee, such notice to describe such failure to perform or removal, for any reason whatsoever, breach and identify what reasonable actions shall be required to cure such failure to perform or breach. No act or failure to act on the resigning Managing Trustee shall deliver the Trust Assets to part of a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled considered "willful" under this Section 10.2 unless it is done, or omitted to payment be done, by such Trustee in bad faith or without reasonable belief that the Trustee's action or omission was in the best interests of any unpaid fees (which the Trust. Any act or failure to act that is based upon the reasonable advice of counsel for the Trust shall be pro-rated as conclusively presumed to be done, or omitted to be done, by a Trustee in good faith and in the best interests of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this AgreementTrust.

Resignation and Removal. Any Managing Trustee The Calculation Agent may at any time resign and be discharged from the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or as Calculation Agent by giving written notice to the BeneficiariesCompany of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall not be earlier than 30 days after the receipt of such notice by the Company, unless the Company otherwise agrees in writing. The Calculation Agent may be removed at any time by either the Company or the Required Holders by the filing with it of any instrument in writing signed on behalf of the Company or the Required Holders, as applicable, and specifying such removal and the date when it is intended to become effective. Such resignation or removal shall become effective on the day specified in such notice or take effect upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority earlier of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud date of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement appointment by the Managing Trustee or (c) bankruptcyCompany and the Required Holders, insolvency or inability as hereinafter provided, of a successor Calculation Agent or, if applicable, the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its effectiveness set forth in any such resignation notice. If within 30 days after notice of resignation or removal and its sole responsibility thereafter has been given, a successor Calculation Agent has not been appointed, the Calculation Agent or Required Holders may (but shall not be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removalrequired to), at which timethe expense of the Company, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to petition a court of competent jurisdiction in to appoint a successor Calculation Agent. If at any time the county in which Calculation Agent shall resign or be removed, or be dissolved, or if the Trust Assets are there being held and give written notice property or affairs of the same to Calculation Agent shall be taken under the parties heretocontrol of any state or federal court or administrative body because of bankruptcy or insolvency or for any other reason, then a successor Calculation Agent shall as soon as practicable be appointed by the Company, with the consent of the Required Holders, by an instrument in writing filed with the predecessor Calculation Agent, the successor Calculation Agent and the Trustee. The resigning Managing Trustee Upon its resignation or removal, the Calculation Agent shall be entitled to the payment by the Company of its compensation, if any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses is owed to it, for services rendered hereunder and to the reimbursement by the Beneficiaries out of the Trust Assets for any all reasonable and documented out-of-pocket expenses (including reasonable counsel fees) incurred in connection with the transfer services rendered by it hereunder and to the payment of the Trust Assets pursuant all other amounts owed to and in accordance with the provisions of this Section 11.2 of this Agreementit hereunder.

Resignation and Removal. Any Managing Trustee The Calculation Agent may at any time resign and be discharged from the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or as Calculation Agent by giving written notice to the BeneficiariesCompany of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall never be earlier than 30 days after the receipt of such notice by the Company, unless the Company otherwise agrees in writing. The Calculation Agent may be removed at any time by the filing with it of any instrument in writing signed on behalf of the Company and specifying such removal and the date when it is intended to become effective. Such resignation or removal shall become effective take effect upon the date of the appointment by the Company, as hereinafter provided, of a successor Calculation Agent. If within 30 days after notice of resignation or removal has been given, a successor Calculation Agent has not been appointed, the Calculation Agent may, on behalf of and at the day specified in such expense of the Company, with prior notice to the Company, appoint its own successor or upon the resigning Calculation Agent or the Company may petition any court of competent jurisdiction for the appointment of such Managing Trustee’s a successor Calculation Agent. If at any time the Calculation Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Calculation Agent shall be taken under the control of any State or federal court or administrative body because of bankruptcy or insolvency or for any other reason, then a successor Calculation Agent shall as soon as practicable be appointed by the Company by an instrument in writing filed with the predecessor Calculation Agent, the successor Calculation Agent and such successor’s the Fiscal Agent. Upon the appointment of a successor Calculation Agent and acceptance by it of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder Calculation Agent so succeeded shall cease and terminate on the effective date of to be such Calculation Agent hereunder. Upon its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee Calculation Agent shall be entitled to the payment by the Company of its compensation, if any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses is owed to it, for services rendered hereunder and to the reimbursement by the Beneficiaries out of the Trust Assets for any all reasonable out-of-pocket expenses (including properly incurred counsel fees and expenses) incurred in connection with the services rendered by it hereunder and to the payment of all other amounts owed to it hereunder. Any successor Calculation Agent appointed hereunder shall execute and deliver to its predecessor, the Company and the Fiscal Agent an instrument accepting such appointment hereunder, and thereupon such successor Calculation Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as such Calculation Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obliged to transfer and deliver, and such successor Calculation Agent shall be entitled to receive, copies of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this Agreementany relevant records maintained by such predecessor Calculation Agent.

Resignation and Removal. Any Managing Subject to the appointment and acceptance of a successor Security Trustee or Agent (as the case may be) as provided below, each of the Security Trustee and the Agent may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to any remaining Managing the Lenders and the Borrower, and the Security Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee Agent may be removed only “for cause,” at any time with or without cause by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due Majority Lenders by giving notice thereof to the (a) gross negligence or fraud of Agent, the Managing Security Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of Lenders and the Managing Trustee to meet its obligations as the same come dueBorrower. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of Upon any such resignation or removal, at which time, if the Majority Lenders shall have the right to appoint a successor Managing Security Trustee or Agent, as the case may be. If no successor Security Trustee or Agent, as the case may be, shall have been so appointed and by the Lenders or, if appointed, shall not have accepted such appointment in a writing to within 30 days after the Beneficiariesretiring Security Trustee’s or Agent’s, as the case may be, giving of notice of resignation or the Majority Lenders’ removal of the retiring Security Trustee or Agent, as the case may be, then upon written notice thereof given by the successor Managing retiring Security Trustee to or Agent, as the resigning Managing Trusteecase may be, may, on behalf of the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If Lenders, appoint a successor Managing Security Trustee or Agent. Upon the acceptance of any appointment as Security Trustee or Agent hereunder by a successor Security Trustee or Agent, such successor Security Trustee or Agent, as the case may be, shall not have been appointed within a thirty (30) day period thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Security Trustee or Agent, as the case may be, and the retiring Security Trustee or Agent shall be discharged from the predecessor Managing Trusteeits duties and obligations hereunder. After any retiring Security Trustee or Agent’s resignation or removalremoval hereunder as Security Trustee or Agent, for any reason whatsoeveras the case may be, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 Clause 31 shall continue in effect for its benefit in respect of this Agreementany actions taken or omitted to be taken by it while it was acting as the Security Trustee or the Agent, as the case may be.

Resignation and Removal. Any Managing Trustee The Escrow Bank may resign and be discharged from the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in Authority, and upon receipt of such notice or upon the appointment Authority shall promptly appoint a successor Escrow Bank. If the Authority does not appoint a successor Escrow Bank within thirty days of receipt of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trusteenotice, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to Escrow Bank may petition a court of competent jurisdiction for the appointment of a successor Escrow Bank, which court may thereupon, upon such notice as it shall deem proper, appoint a successor Escrow Bank. Upon acceptance of appointment by a successor Escrow Bank, the resigning Escrow Bank shall transfer all moneys held by it in the county in which Escrow Fund to such successor Escrow Bank and be discharged of any further obligation or responsibility hereunder. The Authority may remove the Trust Assets are there being held and give Escrow Bank by giving written notice 30 days in advance of the same such removal to the parties heretoEscrow Bank, and thereupon shall appoint a successor Escrow Bank by an instrument in writing. The resigning Managing Trustee Upon acceptance of appointment by a successor Escrow Bank, the removed Escrow Bank shall transfer all moneys held by it in the Escrow Fund to such successor Escrow Bank and be discharged of any further obligation or responsibility hereunder. Any successor Escrow Bank appointed under the provisions hereof shall be entitled a trust company, national banking association or bank having trust powers, having a corporate trust office in California, having a combined capital and surplus of at least $50,000,000, and subject to payment supervision or examination by federal or state authority. If such national banking association, bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any unpaid fees (which supervising or examining authority above referred to, then for the purpose of this paragraph the combined capital and surplus of such bank or trust company shall be pro-rated deemed to be its combined capital and surplus as set forth in its most recent report of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this Agreementcondition so published.

Resignation and Removal. Any Managing The Collateral Trustee may may, at any time after the first anniversary of the Effective Date by giving notice to Grantor and the Beneficiaries, resign and be discharged from of the Trust hereby responsibilities created by giving written notice thereof this Agreement, such resignation to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon (i) the appointment of such Managing Trustee’s a successor Collateral Trustee by a Responsible Officer of Grantor and such successor’s (ii) the acceptance of such appointment, whichever is earlierappointment by such successor Collateral Trustee. Any Managing If no successor Collateral Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to within 120 days after the Beneficiaries, then upon written Collateral Trustee gives the aforesaid notice thereof given by the successor Managing Trustee to the resigning Managing Trusteeof resignation, the resigning Managing Collateral Trustee shall deliver at the Trust Assets expense of Grantor may apply to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction to appoint a successor Collateral Trustee to act until such time, if any, as a successor Collateral Trustee has been appointed as provided in this subsection. Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee appointed as provided in this subsection. Any successor Collateral Trustee appointed hereunder shall be a bank or other financial institution organized and doing business under the county laws of the United States or any state thereof, the deposits of which are insured by the Federal Deposit Insurance Corporation, having corporate trust powers and assets under trust management in excess of $500,000,000 (and for this purpose, all branches and wholly-;owned subsidiaries of any such bank or other financial institution and of any holding company of which it is a wholly owned subsidiary may be attributed to it) (a “Qualified Successor Trustee”) and shall be otherwise legally competent to serve as Collateral Trustee hereunder. Notwithstanding the foregoing, and without regard to the limitation on the time of the Collateral Trustee’s notice of its resignation hereunder, any corporation or other entity into which the Trust Assets are there being held and give written notice of Collateral Trustee may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the same to the parties hereto. The resigning Managing Collateral Trustee shall be entitled a party, or any corporation or other entity to payment which substantially all the corporate trust business of any unpaid fees (which the Collateral Trustee may be transferred, shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of Collateral Trustee under this Section 11.2 of this AgreementAgreement without further act.

Resignation and Removal. Any Managing Trustee may resign and be discharged from the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority two thirds (2/3) of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this Agreement.

Resignation and Removal. Any Managing Trustee The Collateral Agent may at any time resign and be discharged from the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such Issuer and the Noteholders of such intention on its part, specifying the date on which its desired resignation shall become effective effective, provided that such date shall not be less than sixty (60) days from the date on which such notice is given, unless the day Required Noteholders agree to accept shorter notice. The Collateral Agent hereunder may be replaced, removed or terminated at any time by the filing with it of an instrument in writing signed on behalf of the Required Noteholders and specifying such replacement, removal or termination and the date when it shall become effective. Notwithstanding the dates of effectiveness of resignation, replacement, removal or termination, as the case may be, to be specified in accordance with the preceding sentences, such notice resignation, replacement, removal or termination shall take effect only upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcyRequired Noteholders, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to Collateral Agent. Upon its resignation, replacement, removal or termination the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee Collateral Agent shall be entitled to payment by the Issuer pursuant to Section 4.05(a) hereof of any unpaid fees compensation for services rendered and to reimbursement of reasonable out-of-pocket expenses incurred hereunder. If no successor Collateral Agent shall have been so appointed by the Required Noteholders and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Noteholders, appoint a successor Collateral Agent which shall be pro-rated a commercial bank or an Affiliate of any such commercial bank. Upon the acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the effective date of retiring Collateral Agent, and the resignation or removal) retiring Collateral Agent shall be discharged from its duties and expenses and to reimbursement obligations hereunder. The fees payable by the Beneficiaries out of Noteholders to a successor Collateral Agent shall be the Trust Assets for any expenses incurred in connection with same as those payable to its predecessor unless otherwise agreed between the transfer of Noteholders and such successor. After the Trust Assets pursuant to and in accordance with Collateral Agent’s resignation hereunder, the provisions of this Section 11.2 Article shall continue in effect for the benefit of this Agreementsuch retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent.

Resignation and Removal. Any Managing Subject to the appointment and acceptance of a successor Security Trustee or Agent (as the case may be) as provided below, each of the Security Trustee and the Agent may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to any remaining Managing the Lenders, the Swap Bank, and the Borrowers, and the Security Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee Agent may be removed only “for cause,” at any time with or without cause by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due Majority Lenders by giving notice thereof to the (a) gross negligence or fraud of Agent, the Managing Security Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of Lenders and the Managing Trustee to meet its obligations as the same come dueBorrowers. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of Upon any such resignation or removal, at which time, if the Majority Lenders shall have the right to appoint a successor Managing Security Trustee or Agent, as the case may be. If no successor Security Trustee or Agent, as the case may be, shall have been so appointed and by the Lenders or, if appointed, shall not have accepted such appointment in a writing to within 30 days after the Beneficiariesretiring Security Trustee’s or Agent’s, as the case may be, giving of notice of resignation or the Majority Xxxxxxx’ removal of the retiring Security Trustee or Agent, as the case may be, then upon written notice thereof given by the successor Managing retiring Security Trustee to or Agent, as the resigning Managing Trusteecase may be, may, on behalf of the resigning Managing Trustee shall deliver Lenders and the Trust Assets to the successor Managing Trustee. If Swap Banks, appoint a successor Managing Security Trustee or Agent. Upon the acceptance of any appointment as Security Trustee or Agent hereunder by a successor Security Trustee or Agent, such successor Security Trustee or Agent, as the case may be, shall not have been appointed within a thirty (30) day period thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Security Trustee or Agent, as the case may be, and the retiring Security Trustee or Agent shall be discharged from the predecessor Managing Trusteeits duties and obligations hereunder. After any retiring Security Trustee or Agent’s resignation or removalremoval hereunder as Security Trustee or Agent, for any reason whatsoeveras the case may be, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 Clause 31 shall continue in effect for its benefit in respect of this Agreementany actions taken or omitted to be taken by it while it was acting as the Security Trustee or the Agent, as the case may be.

Resignation and Removal. Any Managing Trustee Subject to the appointment and acceptance of a successor Security Trustee, K-Sure Agent or Agent (as the case may be) as provided below, each of the Security Trustee, K-Sure Agent and the Agent may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to any remaining Managing Trustee the Lenders and the Borrowers, and the Security Trustee, K-Sure Agent or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee Agent may be removed only “for cause,” at any time with or without cause by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due Majority Lenders by giving notice thereof to the (a) gross negligence or fraud of Agent, K-Sure Agent, the Managing Security Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of Lenders and the Managing Trustee to meet its obligations as the same come dueBorrowers. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of Upon any such resignation or removal, at which time, if the Majority Lenders shall have the right to appoint a successor Managing Trustee Security Trustee, K-Sure Agent or Agent, as the case may be. If no successor Security Trustee, K-Sure 0103218-0000004 NY:20884372.11 128 Agent or Agent, as the case may be, shall have been so appointed and by the Lenders or, if appointed, shall not have accepted such appointment in a writing to within 30 days after the Beneficiariesretiring Security Trustee's, K-Sure Agent or Agent's, as the case may be, giving of notice of resignation or the Majority Lenders' removal of the retiring Security Trustee or Agent, as the case may be, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing retiring Security Trustee, K-Sure Agent or Agent, as the resigning Managing Trustee shall deliver case may be, may, on behalf of the Trust Assets to the successor Managing Trustee. If Lenders, appoint a successor Managing Security Trustee, K-Sure Agent or Agent. Upon the acceptance of any appointment as Security Trustee, K-Sure Agent or Agent hereunder by a successor Security Trustee, K-Sure Agent or Agent, such successor Security Trustee, K-Sure Agent or Agent, as the case may be, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Security Trustee, K-Sure Agent or Agent, as the case may be, and the retiring Security Trustee or Agent shall not have been appointed within a thirty (30) day period be discharged from the predecessor Managing Trustee’s its duties and obligations hereunder. After any retiring Security Trustee or Agent's resignation or removalremoval hereunder as Security Trustee, for any reason whatsoeverK-Sure Agent or Agent, as the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with case may be, the provisions of this Section 11.2 Clause 33 shall continue in effect for its benefit in respect of this Agreementany actions taken or omitted to be taken by it while it was acting as the Security Trustee, K-Sure Agent or the Agent, as the case may be.

Resignation and Removal. Any Except as otherwise provided in this Section 8.2, until the dissolution of the Trust, the Managing Trustee may shall not take any voluntary step to dissolve itself or to resign and be discharged from as Managing Trustee. The Managing Trustee shall have the Trust hereby created by giving written notice thereof right to any remaining resign voluntarily as Managing Trustee or Trustees or to dissolve itself with the concurrence of the Beneficiaries by giving written notice a Majority Vote; provided, however, that the Managing Trustee may, without the consent of the Beneficiaries, to the Beneficiaries. Such resignation shall become effective on the day specified extent permitted by law, substitute in such notice its stead as Managing Trustee any entity which has, by merger, consolidation or upon the appointment otherwise, acquired substantially all of such Managing Trustee’s successor assets, stock or other evidence of equity interest and such successor’s acceptance of such appointment, whichever is earliercontinued its business. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest upon the Majority Vote of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come dueBeneficiaries. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 8.2 of this Agreement.

Resignation and Removal. Any Managing Trustee The Calculation Agent may at any time resign and be discharged from the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or as Calculation Agent by giving written notice to the BeneficiariesIssuer and the Guarantors of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall never be earlier than 45 days after the receipt of such notice by the Issuer and the Guarantors, unless the Issuer otherwise agrees in writing. The Calculation Agent may be removed at any time by the filing with it of any instrument in writing signed on behalf of the Issuer and specifying such removal and the date when it is intended to become effective. Such resignation or removal shall become effective on the day specified in such notice or take effect upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority date of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement appointment by the Managing Trustee or (c) bankruptcyIssuer, insolvency or inability as hereinafter provided, of the Managing Trustee to meet its obligations as the same come duea successor Calculation Agent. All obligations If within 30 days after notice of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold has been given, a successor Calculation Agent has not been appointed, the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removalCalculation Agent may, at which timethe expense of the Issuer, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to petition a court of competent jurisdiction in to appoint a successor Calculation Agent. If at any time the county in which Calculation Agent shall resign or be removed, or be dissolved, or if the Trust Assets are there being held and give written notice property or affairs of the same Calculation Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency or for any other reason, then a successor Calculation Agent shall as soon as practicable be appointed by the Issuer by an instrument in writing filed with the predecessor Calculation Agent, the successor Calculation Agent and the Trustee. Upon the appointment of a successor Calculation Agent and acceptance by it of such appointment, the Calculation Agent so succeeded shall cease to be such Calculation Agent hereunder. Upon its resignation or removal, the parties hereto. The resigning Managing Trustee Calculation Agent shall be entitled to the payment by the Issuer of its compensation, if any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses is owed to it, for services rendered hereunder and to the reimbursement by the Beneficiaries out of the Trust Assets for any all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred in connection with the transfer services rendered by it hereunder and to the payment of the Trust Assets pursuant all other amounts owed to and in accordance with the provisions of this Section 11.2 of this Agreementit hereunder.

Resignation and Removal. Any Managing The Trustee may resign and be discharged from the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the LFC Administrative Beneficiary, Reorganized LMUSA and the Beneficiaries' Committee as their addresses appear in the records of the Trust. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s 's successor and such successor’s 's acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority agreement of the total Beneficial Interests in Beneficiaries' Committee at any time with cause, or at any time after the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud end of the Managing Trustee, (b) willful misconduct or willful breach third full fiscal year following the date of this Agreement by the Managing Trustee or (c) bankruptcyAgreement, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties heretowithout cause. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and compensation in accordance with SECTION 7.1 in respect of amounts received by Trustee on all claims for which actions or proceedings have been instituted prior to Trustee's termination. LFC/LMUSA JOINT LITIGATION TRUST AGREEMENT 22 8.3 Appointment of Successor Trustee. Should the provisions Trustee at any time resign or be removed, or die or become incapable of this Section 11.2 action, or be adjudged a bankrupt or insolvent, a vacancy shall be deemed to exist and a successor Trustee shall be appointed as soon as possible by the Beneficiaries' Committee (with each having equal say); provided that such appointment shall be subject to the approval of this Agreementthe Bankruptcy Court; provided, further, that no stockholder, officer or director of the Beneficiaries' Committee shall be appointed as a successor Trustee; and provided, further, that the Trust shall have the right to nominate the successor Trustee. In the event that an election has been made to treat the Trust as a Delaware business trust, if the Trust ceases to have at least one Trustee who, in the case of a natural person, is a Delaware resident or, in all other cases, has its principal place of business in Delaware, appropriate action shall be taken to file a certificate of cancellation.

Resignation and Removal. Any Managing Trustee Subject to the appointment and ----------------------- acceptance of a successor Collateral Agent, Custodial Agent or Securities Intermediary as provided below, (a) the Collateral Agent, the Custodial Agent and the Securities Intermediary may resign and be discharged from the Trust hereby created at any time by giving written 45 days' prior notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on Company and the day specified in such notice or upon Purchase Contract Agent as attorney-in-fact for the appointment Holders of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing TrusteeSecurities, (b) willful misconduct or willful breach of this Agreement the Collateral Agent, the Custodial Agent and the Securities Intermediary may be removed at any time by the Managing Trustee or Company and (c) bankruptcyif the Collateral Agent, insolvency the Custodial Agent or inability of the Managing Trustee Securities Intermediary fails to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date perform any of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets material obligations hereunder in any material respect for a period of thirty not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent, the Custodial Agent or the Securities Intermediary may be removed by the Purchase Contract Agent. Any resignation or removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary shall become effective only upon acceptance of appointment by its successor. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to clause (30c) calendar days following the effective date of above. Upon any such resignation or removal, at which time, if the Company shall have the right and shall exercise commercially reasonable efforts to appoint a successor Managing Trustee Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be. If no successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall have been so appointed and shall have accepted such appointment in a writing to within 45 days after the Beneficiariesretiring Collateral Agent's, Custodial Agent's or Securities Intermediary's giving of notice of resignation or such removal, then upon written notice thereof given by the successor Managing Trustee to retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the resigning Managing Trusteecase may be, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for may petition any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in for the county in which appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the Trust Assets are there being held and give written notice case may be. Each of the same Collateral Agent, the Custodial Agent and the Securities Intermediary shall be a bank which has an office in New York, New York with a combined capital and surplus of at least $75,000,000. Upon the acceptance of any appointment as Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, hereunder by a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, such successor shall thereupon succeed to and become vested with all the parties heretorights, powers, privileges and duties of the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, and the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case maybe, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor. The resigning Managing Trustee shall retiring Collateral Agent, Custodial Agent or Securities Intermediary shall, upon such succession, be entitled to payment of discharged from its duties and obligations as Collateral Agent, Custodial Agent or Securities Intermediary hereunder. After any unpaid fees (which shall be pro-rated retiring Collateral Agent's, Custodial Agent's or Securities Intermediary's resignation hereunder as of the effective date of the resignation Collateral Agent, Custodial Agent or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with Securities Intermediary, the provisions of this Section 11.2 Article 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, Custodial Agent or Securities Intermediary. Any resignation or removal of the Collateral Agent hereunder shall be deemed for all purposes of this AgreementAgreement as the simultaneous resignation or removal of the Custodial Agent and the Securities Intermediary. The Company shall give the Purchase Contract Agent prompt notice of the appointment of any successor to the Collateral Agent, the Custodial Agent or the Securities Intermediary.

Resignation and Removal. Any Managing Trustee The Designated Fixed Asset Collateral Representative may resign and be discharged from the Trust hereby created at any time by giving 30 days' prior written notice thereof to the Claimholders and the Agents. Upon any remaining Managing Trustee such resignation, the Term Loan Agents and the Additional Pari Passu Debt Representatives shall have the right to appoint a successor Designated Fixed Asset Collateral Representative with the consent of the Revolving Credit Facility Agent (which consent shall not be unreasonably withheld, conditioned or Trustees or delayed). If no successor Designated Fixed Asset Collateral Representative shall have been so appointed by giving written notice to the Beneficiaries. Such resignation Term Loan Agents and the Additional Pari Passu Debt Representatives, and shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of have accepted such appointment, whichever is earlierwithin 30 days after the retiring Designated Fixed Asset Collateral Representative gives notice of resignation, then the Revolving Credit Facility Agent may appoint a successor Designated Fixed Asset Collateral Representative. Any Managing Trustee may be removed only “for cause,” Upon the acceptance of its appointment as such Designated Fixed Asset Collateral Representative hereunder by Beneficiaries having an aggregate Beneficial Interest of at least a majority successor Designated Fixed Asset Collateral Representative, such successor Designated Fixed Asset Collateral Representative shall thereupon succeed to and become vested with all the rights and duties of the total Beneficial Interests in retiring Designated Fixed Asset Collateral Representative, and the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter retiring Designated Fixed Asset Collateral Representative shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of discharged from its duties and obligations hereunder. After any retiring Designated Fixed Asset Collateral Representative's resignation or removalhereunder as Designated Fixed Asset Collateral Representative, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this AgreementArticle shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Designated Fixed Asset Collateral Representative.

Resignation and Removal. Any Managing Subject to the appointment and acceptance of a successor Security Trustee or Agent (as the case may be) as provided below, each of the Security Trustee and the Agent may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to any remaining Managing the Lenders, the Swap Banks and the Borrower, and the Security Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee Agent may be removed only “for cause,” at any time with or without cause by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due Majority Lenders by giving notice thereof to the (a) gross negligence or fraud of Agent, the Managing Security Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcyLenders, insolvency or inability of the Managing Trustee to meet its obligations as Swap Banks and the same come dueBorrower. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of Upon any such resignation or removal, at which time, if the Majority Lenders shall have the right to appoint a successor Managing Security Trustee or Agent, as the case may be. If no successor Security Trustee or Agent, as the case may be, shall have been so appointed and by the Lenders or, if appointed, shall not have accepted such appointment in a writing to within 30 days after the Beneficiariesretiring Security Trustee’s or Agent’s, as the case may be, giving of notice of resignation or the Majority Lxxxxxx’ removal of the retiring Security Trustee or Agent, as the case may be, then upon written notice thereof given by the successor Managing retiring Security Trustee to or Agent, as the resigning Managing Trusteecase may be, may, on behalf of the resigning Managing Trustee shall deliver Lenders and the Trust Assets to the successor Managing Trustee. If Swap Banks, appoint a successor Managing Security Trustee or Agent. Upon the acceptance of any appointment as Security Trustee or Agent hereunder by a successor Security Trustee or Agent, such successor Security Trustee or Agent, as the case may be, shall not have been appointed within a thirty (30) day period thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Security Trustee or Agent, as the case may be, and the retiring Security Trustee or Agent shall be discharged from the predecessor Managing Trusteeits duties and obligations hereunder. After any retiring Security Trustee or Agent’s resignation or removalremoval hereunder as Security Trustee or Agent, for any reason whatsoeveras the case may be, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 Clause 31 shall continue in effect for its benefit in respect of this Agreementany actions taken or omitted to be taken by it while it was acting as the Security Trustee or the Agent, as the case may be.

Resignation and Removal. Any Managing Trustee Subject to the appointment and acceptance of a successor Collateral Agent, Custodial Agent or Securities Intermediary as provided below, (a) the Collateral Agent, the Custodial Agent and the Securities Intermediary may resign and be discharged from the Trust hereby created at any time by giving written 45 days' prior notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on Company and the day specified in such notice or upon Purchase Contract Agent as attorney-in-fact for the appointment Holders of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing TrusteeSecurities, (b) willful misconduct or willful breach of this Agreement the Collateral Agent, the Custodial Agent and the Securities Intermediary may be removed at any time by the Managing Trustee or Company and (c) bankruptcyif the Collateral Agent, insolvency the Custodial Agent or inability of the Managing Trustee Securities Intermediary fails to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date perform any of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets material obligations hereunder in any material respect for a period of thirty not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent, the Custodial Agent or the Securities Intermediary may be removed by the Purchase Contract Agent. Any resignation or removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary shall become effective only upon acceptance of appointment by its successor. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to clause (30c) calendar days following the effective date of above. Upon any such resignation or removal, at which time, if the Company shall have the right and shall exercise commercially reasonable efforts to appoint a successor Managing Trustee Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be. If no successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall have been so appointed and shall have accepted such appointment in a writing to within 45 days after the Beneficiariesretiring Collateral Agent's, Custodial Agent's or Securities Intermediary's giving of notice of resignation or such removal, then upon written notice thereof given by the successor Managing Trustee to retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the resigning Managing Trusteecase may be, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for may petition any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in for the county in which appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the Trust Assets are there being held and give written notice case may be. Each of the same Collateral Agent, the Custodial Agent and the Securities Intermediary shall be a bank which has an office in New York, New York with a combined capital and surplus of at least $75,000,000. Upon the acceptance of any appointment as Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, hereunder by a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, such successor shall thereupon succeed to and become vested with all the parties heretorights, powers, privileges and duties of the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, and the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case maybe, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor. The resigning Managing Trustee shall retiring Collateral Agent, Custodial Agent or Securities Intermediary shall, upon such succession, be entitled to payment of discharged from its duties and obligations as Collateral Agent, Custodial Agent or Securities Intermediary hereunder. After any unpaid fees (which shall be pro-rated retiring Collateral Agent's, Custodial Agent's or Securities Intermediary's resignation hereunder as of the effective date of the resignation Collateral Agent, Custodial Agent or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with Securities Intermediary, the provisions of this Section 11.2 Article 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, Custodial Agent or Securities Intermediary. Any resignation or removal of the Collateral Agent hereunder shall be deemed for all purposes of this AgreementAgreement as the simultaneous resignation or removal of the Custodial Agent and the Securities Intermediary. The Company shall give the Purchase Contract Agent prompt notice of the appointment of any successor to the Collateral Agent, the Custodial Agent or the Securities Intermediary.

Resignation and Removal. Any Managing Subject to the appointment and acceptance of a successor Security Trustee or Agent (as the case may be) as provided below, each of the Security Trustee and the Agent may resign and be discharged from the Trust hereby created at its own expense at any time by giving written twenty (20) Business Days prior notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on Creditor Parties and the day specified in such notice or upon the appointment of such Managing Trustee’s successor Borrower, and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” at any time with or without cause by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due Majority Lenders by giving notice thereof to the (a) gross negligence or fraud of Creditor Parties and the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come dueBorrower. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of Upon any such resignation or removal, at which timethe Majority Lenders shall have the right to appoint, if in consultation with the Borrower, a successor Managing Security Trustee or Agent, as the case may be. If no successor Security Trustee or Agent, as the case may be, shall have been so appointed and by the Lenders or, if appointed, shall not have accepted such appointment in a writing to within 30 days after the Beneficiariesretiring Security Trustee’s or Agent’s, as the case may be, giving of notice of resignation or the Majority Lenders’ removal of the retiring Security Trustee or Agent, as the case may be, then upon written notice thereof given by the successor Managing retiring Security Trustee to or Agent, as the resigning Managing Trusteecase may be, may, on behalf of the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If Lenders, appoint a successor Managing Security Trustee or Agent in consultation with the Borrower. Upon the acceptance of any appointment as Security Trustee or Agent hereunder by a successor Security Trustee or Agent, such successor Security Trustee or Agent, as the case may be, shall not have been appointed within a thirty (30) day period thereupon succeed to and become vested with all the rights, 132 ‌ powers, privileges and duties of the retiring Security Trustee or Agent, as the case may be, and the retiring Security Trustee or Agent shall be discharged from the predecessor Managing Trusteeits duties and obligations hereunder. After any retiring Security Trustee or Agent’s resignation or removalremoval hereunder as Security Trustee or Agent, for any reason whatsoeveras the case may be, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 Clause 31 shall continue in effect for its benefit in respect of this Agreementany actions taken or omitted to be taken by it while it was acting as the Security Trustee or the Agent, as the case may be.

Resignation and Removal. Any Managing The Trustee may resign at any time upon notice to MFS Fund Distributors, Inc. and may be discharged from the Trust hereby created removed by giving written notice thereof to MFS Fund Distributors, Inc. at any remaining Managing Trustee or Trustees or by giving written time upon notice to the Beneficiaries. Such resignation shall become effective on the day specified in Trustee, any such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlierto be given in accordance with Section 7.1. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest such notice of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall take effect on the date specified therein, which shall not be less than 30 days after the delivery thereof, unless such notice shall be waived by the party entitled to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of notice. The Responsible Person expressly agrees that upon such resignation or removal, at which timeMFS Fund Distributors, if Inc. shall appoint a successor Managing Trustee trustee, which successor shall have been appointed and have accepted be a “bank” (as defined in Code Section 408(n)) or such appointment other person who has demonstrated to the satisfaction of the Commissioner of Internal Revenue that he will administer the trust in a writing manner consistent with the law. In the event that MFS Fund Distributors, Inc. appoints a successor trustee, the Responsible Person shall be deemed to have consented to such change of Trustee if no objection is received by MFS Fund Distributors, Inc. within 30 days after the date notice of the change is transmitted to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing TrusteeResponsible Person. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from 30 days after the predecessor Managing Trustee’s resignation or removal, for any reason whatsoeverMFS Fund Distributors, Inc. has not appointed a successor trustee that has accepted such appointment, the resigning Managing Trustee shall deliver the Trust Assets may apply to a court of competent jurisdiction for appointment of a successor trustee. Upon receipt by the Trustee of acceptance of appointment by the successor trustee, given in accordance with Section 7.1, the county in which Trustee shall transfer and pay over to such successor the Trust Assets are there being held and give written notice assets of the same to the parties heretoEducation Account and all records pertaining thereto. The resigning Managing Trustee shall be entitled is authorized, however, to reserve such sum of money as it may deem advisable for payment of all its fees, compensation, costs and expenses, or for payment of any unpaid fees (which other liabilities constituting a charge on or against the assets of the Education Account or on or against the Trustee. Any balance remaining after payment of such items shall be pro-rated as of paid over to the effective date of successor trustee. The successor trustee shall thereafter be deemed to be the resignation or removal) Trustee under this Agreement. MFS Funds Distributor, Inc. is the owner and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions sponsor of this Section 11.2 MFS Xxxxxxxxx Education Savings AccountAgreement. This document may not be used by another entity without the express written consent of this Agreement.MFS Funds Distributor,Inc.

Resignation and Removal. Any Managing Trustee may resign and be discharged from the Liquidating Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or, if there are no remaining Trustees, by publicly disclosing (by means of a press release or by giving written notice to filing with the BeneficiariesSecurities and Exchange Commission) such resignation. Such resignation shall become effective on the day specified in such notice or such public disclosure or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for at any time, with or without cause,” , by Beneficiaries having holding Units representing an aggregate Beneficial Interest of at least a majority two-thirds of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come dueLiquidating Trust Interests. All obligations of the Managing a Trustee hereunder shall cease and terminate on the effective date of its such Trustee’s resignation or removal and its removal; provided, that, in the case of any resignation in circumstances in which there are no remaining Trustees, then such resigning Trustee’s sole responsibility thereafter shall be to hold the Liquidating Trust Assets for a period of thirty ninety (3090) calendar days following the effective date of resignation or removalresignation, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Liquidating Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty such ninety (3090) day period from the predecessor Managing Trustee’s resignation or removalresignation, for any reason whatsoever, the resigning Managing Trustee shall deliver the Liquidating Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment Beneficiaries by means of any unpaid fees (which shall be pro-rated as of the effective date of the resignation a press release or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection filing with the transfer of the Trust Assets pursuant to Securities and in accordance with the provisions of this Section 11.2 of this AgreementExchange Commission.

Resignation and Removal. Any Managing Subject to the appointment and acceptance of a successor Security Trustee or Agent (as the case may be) as provided below, each of the Security Trustee and the Agent may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to any remaining Managing the Lenders and the Borrower, and the Security Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee Agent may be removed only “for cause,” at any time with or without cause by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due Required Lenders by giving notice thereof to the (a) gross negligence or fraud of Agent, the Managing Security Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of Lenders and the Managing Trustee to meet its obligations as the same come dueBorrower. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of Upon any such resignation or removal, at which time, if the Required Lenders shall have the right to appoint a successor Managing Security Trustee or Agent, as the case may be which shall be either one of the Lenders or any other third party acceptable to the Required Lenders and the Borrower (the Borrower's consent not to be unreasonably withheld or delayed). If no successor Security Trustee or Agent, as the case may be, shall have been so appointed and by the Lenders or, if appointed, shall not have accepted such appointment in a writing to within 30 days after the Beneficiariesretiring Security Trustee’s or Agent’s, as the case may be, giving of notice of resignation or the Required Lenders’ removal of the retiring Security Trustee or Agent, as the case may be, then upon written notice thereof given by the successor Managing retiring Security Trustee to or Agent, as the resigning Managing Trusteecase may be, may, on behalf of the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If Lenders, appoint a successor Managing Security Trustee or Agent. Upon the acceptance of any appointment as Security Trustee or Agent hereunder by a successor Security Trustee or Agent, such successor Security Trustee or Agent, as the case may be, shall not have been appointed within a thirty (30) day period thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Security Trustee or Agent, as the case may be, and the retiring Security Trustee or Agent shall be discharged from the predecessor Managing Trusteeits duties and obligations hereunder. After any retiring Security Trustee or Agent’s resignation or removalremoval hereunder as Security Trustee or Agent, for any reason whatsoeveras the case may be, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 Clause 31 shall continue in effect for its benefit in respect of this Agreementany actions taken or omitted to be taken by it while it was acting as the Security Trustee or the Agent, as the case may be.

Resignation and Removal. Any Managing Trustee Subject to the appointment and acceptance of a successor Collateral Agent, Custodial Agent or Securities Intermediary as provided below, (a) the Collateral Agent, the Custodial Agent and the Securities Intermediary may resign and be discharged from the Trust hereby created at any time by giving written 45 days' prior notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on Company and the day specified in such notice or upon Purchase Contract Agent as attorney-in-fact for the appointment Holders of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing TrusteeSecurities, (b) willful misconduct or willful breach of this Agreement the Collateral Agent, the Custodial Agent and the Securities Intermediary may be removed at any time by the Managing Trustee or Company and (c) bankruptcyif the Collateral Agent, insolvency the Custodial Agent or inability of the Managing Trustee Securities Intermediary fails to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date perform any of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets material obligations hereunder in any material respect for a period of thirty not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent, the Custodial Agent or the Securities Intermediary may be removed by the Purchase Contract Agent. Any resignation or removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary shall become effective only upon acceptance of appointment by its successor. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to clause (30c) calendar days following the effective date of above. Upon any such resignation or removal, at which time, if the Company shall have the right and shall exercise commercially reasonable efforts to appoint a successor Managing Trustee Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be. If no successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall have been so appointed and shall have accepted such appointment in a writing to within 45 days after the Beneficiariesretiring Collateral Agent's, Custodial Agent's or Securities Intermediary's giving of notice of resignation or such removal, then upon written notice thereof given by the successor Managing Trustee to retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the resigning Managing Trusteecase may be, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for may petition any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in for the county in which appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the Trust Assets are there being held and give written notice case may be. Each of the same Collateral Agent, the Custodial Agent and the Securities Intermediary shall be a bank which has an office in New York, New York with a combined capital and surplus of at least $75,000,000. Upon the acceptance of any appointment as Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, hereunder by a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, such successor shall thereupon assume, succeed to and become vested with all the parties heretorights, powers, privileges and duties of the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, and the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case maybe, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor. The resigning Managing Trustee shall retiring Collateral Agent, Custodial Agent or Securities Intermediary shall, upon such succession, be entitled to payment of discharged from its duties and obligations as Collateral Agent, Custodial Agent or Securities Intermediary hereunder. After any unpaid fees (which shall be pro-rated retiring Collateral Agent's, Custodial Agent's or Securities Intermediary's resignation hereunder as of the effective date of the resignation Collateral Agent, Custodial Agent or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with Securities Intermediary, the provisions of this Section 11.2 Article 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, Custodial Agent or Securities Intermediary. Any resignation or removal of the Collateral Agent hereunder shall be deemed for all purposes of this AgreementAgreement as the simultaneous resignation or removal of the Custodial Agent and the Securities Intermediary. The Company shall give the Purchase Contract Agent prompt notice of the appointment of any successor to the Collateral Agent, the Custodial Agent or the Securities Intermediary.

Resignation and Removal. Any Managing The Collateral Trustee may may, at any time after the first anniversary of the Effective Date by giving notice to Grantor and the Beneficiaries, resign and be discharged from of the Trust hereby responsibilities created by giving written notice thereof this Agreement, such resignation to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon (i) the appointment of such Managing Trustee’s a successor Collateral Trustee by a Responsible Officer of Grantor and such successor’s (ii) the acceptance of such appointment, whichever is earlierappointment by such successor Collateral Trustee. Any Managing If no successor Collateral Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to within 120 days after the Beneficiaries, then upon written Collateral Trustee gives the aforesaid notice thereof given by the successor Managing Trustee to the resigning Managing Trusteeof resignation, the resigning Managing Collateral Trustee shall deliver at the Trust Assets expense of Grantor may apply to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction to appoint a successor Collateral Trustee to act until such time, if any, as a successor Collateral Trustee has been appointed as provided in this subsection. Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee appointed as provided in this subsection. Any successor Collateral Trustee appointed hereunder shall be a bank or other financial institution organized and doing business under the county laws of the United States or any state thereof, the deposits of which are insured by the Federal Deposit Insurance Corporation, having corporate trust powers and assets under trust management in excess of $500,000,000 (and for this purpose, all branches and wholly-owned subsidiaries of any such bank or other financial institution and of any holding company of which it is a wholly owned subsidiary may be attributed to it) (a "Qualified Successor Trustee") and shall be otherwise legally competent to serve as Collateral Trustee hereunder. Notwithstanding the foregoing, and without regard to the limitation on the time of the Collateral Trustee's notice of its resignation hereunder, any corporation or other entity into which the Trust Assets are there being held and give written notice of Collateral Trustee may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the same to the parties hereto. The resigning Managing Collateral Trustee shall be entitled a party, or any corporation or other entity to payment which substantially all the corporate trust business of any unpaid fees (which the Collateral Trustee may be transferred, shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of Collateral Trustee under this Section 11.2 of this AgreementAgreement without further act.

Resignation and Removal. Any Managing The Trustee may resign at any time upon notice in writing to MFS Fund Distributors, Inc. and be discharged from the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of MFS Fund Distributors, Inc. at least a majority of the total Beneficial Interests any time upon notice in the Trust. Removal “for cause” shall mean removal due writing to the (a) gross negligence or fraud Trustee. Any such notice of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall take effect on the date specified therein, which shall not be less than 30 days after the delivery thereof, unless such notice shall be waived by the party entitled to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of notice. Upon such resignation or removal, at MFS Fund Distributors, Inc. shall appoint a successor trustee, which timesuccessor shall be a "bank" (as defined in Code Section 408(n)) or such other person who has demonstrated to the satisfaction of the Commissioner of Internal Revenue that he will administer the trust in a manner consistent with the law. In the event that MFS Fund Distributors, Inc. exercises this power, the Individual or Beneficiary, if such Beneficiary is then receiving benefits under Paragraph 6.3, shall be deemed to have consented to such change of Trustee if no objection is received by MFS Fund Distributors, Inc. within 30 days after the Individual or Beneficiary receives written notice of the change. If within 30 days after the Trustee's resignation or removal MFS Fund Distributors, Inc. has not appointed a successor Managing Trustee shall have been appointed and have trustee that has accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trusteeappointment, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets may apply to a court of competent jurisdiction in for appointment of a successor trustee. Upon receipt by the county in which Trustee of written acceptance of appointment by the Trust Assets are there being held successor trustee, the Trustee shall transfer and give written notice pay over to such successor the assets of the same to the parties heretoRoth IRA Account and all records pertaining thereto. The resigning Managing Trustee shall be entitled Trusxxx xx xuthorized, however, to reserve such sum of money as it may deem advisable for payment of all its fees, compensation, costs and expenses, or for payment of any unpaid fees (which other liabilities constituting a charge on or against the assets of the Roth IRA Account or on or against the Trustee. Any balance rexxxxxxx after payment of such items shall be pro-rated as of paid over to the effective date of successor trustee. The successor trustee shall thereafter be deemed to be the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of Trustee under this Agreement.. If a new sponsor is used as a successor trustee, then the new sponsor cannot rely upon the opinion letter issued to MFS Fund Distributors, Inc.

Resignation and Removal. Any Managing Subject to the appointment and acceptance of a successor Security Trustee or Agent (as the case may be) as provided below, each of the Security Trustee and the Agent may resign and be discharged from the Trust hereby created at its own expense at any time by giving written twenty (20) Business Days prior notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on Creditor Parties and the day specified in such notice or upon the appointment of such Managing Trustee’s successor Borrower, and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” at any time with or without cause by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due Majority Lenders by giving notice thereof to the (a) gross negligence or fraud of Creditor Parties and the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come dueBorrower. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of Upon any such resignation or removal, at which timethe Majority Lenders shall have the right to appoint, if in consultation with the Borrower, a successor Managing Security Trustee or Agent, as the case may be. If no successor Security Trustee or Agent, as the case may be, shall have been so appointed and by the Lenders or, if appointed, shall not have accepted such appointment in a writing to within 30 days after the Beneficiariesretiring Security Trustee’s or Agent’s, as the case may be, giving of notice of resignation or the Majority Xxxxxxx’ removal of the retiring Security Trustee or Agent, as the case may be, then upon written notice thereof given by the successor Managing retiring Security Trustee to or Agent, as the resigning Managing Trusteecase may be, may, on behalf of the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If Lenders, appoint a successor Managing Security Trustee or Agent in consultation with the Borrower. Upon the acceptance of any appointment as Security Trustee or Agent hereunder by a successor Security Trustee or Agent, such successor Security Trustee or Agent, as the case may be, shall not have been appointed within a thirty (30) day period thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Security Trustee or Agent, as the case may be, and the retiring Security Trustee or Agent shall be discharged from the predecessor Managing Trusteeits duties and obligations hereunder. After any retiring Security Trustee or Agent’s resignation or removalremoval hereunder as Security Trustee or Agent, for any reason whatsoeveras the case may be, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 Clause 31 shall continue in effect for its benefit in respect of this Agreementany actions taken or omitted to be taken by it while it was acting as the Security Trustee or the Agent, as the case may be.