Common use of Resignation or Removal Clause in Contracts

Resignation or Removal. Owner Trustee or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) may resign at any time without cause by giving at least 60 days' prior written notice to Owner Participant, Mortgagee and Lessee, such resignation to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld). In the case of the resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such court.

Resignation or Removal. The Owner Trustee or any successor Owner Trustee (ai) shall resign if required to do so pursuant to Section 13.3 8(c) of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (bii) may resign at any time without cause by giving at least 60 sixty (60) days' prior written notice to the Owner Participant, Mortgagee the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and LesseeLessee (so long as the Lease is in effect), such resignation to be effective upon the assumption acceptance of the trusts hereunder appointment by the successor Owner Trustee under Section 9.1.29.01(b) hereof. In addition, the Owner Participant may at any time remove the Owner Trustee, with or Trustee without cause by a notice in writing delivered to the Owner Trustee, Mortgagee the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and LesseeLessee (so long as the Lease is in effect), such removal to be effective upon the assumption acceptance of the trusts hereunder appointment by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld)9.01(b) hereof. In the case of the resignation or removal of the Owner Trustee, the Owner Participant may appoint a successor Owner Trustee by an instrument signed by the Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 thirty (30) days after such notice of resignation or removal, the Owner Trustee, any the Owner Participant, Lessee or Mortgagee the Indenture Trustee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such courtprovided.

Resignation or Removal. Owner Either of the Indenture Trustee or the Account Bank or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) thereto may resign at any time with or without cause by giving at least 60 thirty (30) days' prior written notice to the Owner Lessor, the Owner Participant, Mortgagee the Facility Lessee and Lesseeeach Noteholder, such resignation to be effective upon on the assumption acceptance of the trusts hereunder appointment by the successor Owner Indenture Trustee under Section 9.1.2or Account Bank pursuant to the provisions of subsection (b) below. In addition, Owner Participant a Majority in Interest of Noteholders may at any time remove Owner Trustee, the Indenture Trustee or the Account Bank with or without cause by a notice an instrument in writing delivered to the Owner TrusteeLessor, Mortgagee the Owner Participant, the Indenture Trustee and the Account Bank, and the Owner Lessor shall give prompt written notification thereof to each Noteholder and the Facility Lessee, such . Such removal to will be effective upon on the assumption acceptance of the trusts hereunder appointment by the successor Owner Indenture Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject or Account Bank pursuant to the consent provisions of Lessee subsection (which consent shall not be unreasonably withheld)b) below. In the case of the resignation or removal of Owner Trusteethe Indenture Trustee or Account Bank, Owner Participant a Majority in Interest of Noteholders may appoint a successor Owner Indenture Trustee or Account Bank by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld)such holders. If a successor Owner Indenture Trustee or Account Bank shall not have been appointed within 30 thirty (30) days after such notice of resignation or removal, Owner the Indenture Trustee, Account Bank or any Owner Participant, Lessee or Mortgagee Noteholder may apply to any court of competent jurisdiction to appoint a successor Owner Indenture Trustee or Account Bank to act until such time, if any, as a successor shall have been appointed by a Majority in Interest of Noteholders as above provided. Any The successor Owner Indenture Trustee or Account Bank so appointed by such court shall immediately and without further act be superseded by any successor Owner Indenture Trustee or Account Bank appointed by a Majority in Interest of Noteholders as above provided within one year from the date of the appointment by such courtprovided.

Resignation or Removal. Owner Trustee or any successor Owner Trustee (ai) shall resign if required to do so pursuant to Section 13.3 9.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (bii) may resign at any time without cause by giving at least 60 days' days prior written notice to Owner Participant, Mortgagee Participant and Lessee, such resignation to be effective upon the assumption acceptance of the trusts hereunder appointment by the successor Owner Trustee under Section 9.1.29.01(b). In addition, subject to Article XII and subject to Section 6.2.2 of the Participation Agreement, Owner Participant may at any time remove Owner Trustee, only for cause (or, at any time when the Aircraft is registered in a non-United States jurisdiction, with or without cause cause), by a notice in writing delivered to Owner Trustee, Mortgagee Trustee and Lessee, such removal to be effective upon the assumption acceptance of the trusts hereunder appointment by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld9.01(b). In the case of the resignation or removal of Owner Trustee, subject to Article XII and subject to Section 6.2.2 of the Participation Agreement, Owner Participant may appoint a successor Owner Trustee by an instrument in writing signed by Owner ParticipantParticipant with the prior written consent of Lessee, withsuch consent not to be unreasonably withheld; provided that, unless a Lease if an Event of Default shall have occurred and be continuing, the then no such prior written consent of Lessee (which consent shall not be unreasonably withheld)so required. If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Trustee or Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such court.

Resignation or Removal. The Owner Trustee or any successor Owner Trustee (ai) shall resign if required to do so pursuant to Section 13.3 7(a) of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (bii) may resign at any time without cause by giving at least 60 sixty (60) days' prior written notice to the Owner Participant, Mortgagee the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and LesseeLessee (so long as the Lease is in effect), such resignation to be effective upon the assumption acceptance of the trusts hereunder appointment by the successor Owner Trustee under Section 9.1.29.01(b) hereof. In addition, the Owner Participant may at any time remove the Owner Trustee, with or Trustee without cause by a notice in writing delivered to the Owner Trustee, Mortgagee the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and LesseeLessee (so long as the Lease is in effect), such removal to be effective upon the assumption acceptance of the trusts hereunder appointment by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld)9.01(b) hereof. In the case of the resignation or removal of the Owner Trustee, the Owner Participant may appoint a successor Owner Trustee by an instrument signed by the Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 thirty (30) days after such notice of resignation or removal, the Owner Trustee, any the Owner Participant, Lessee or Mortgagee the Indenture Trustee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such courtprovided.

Resignation or Removal. Owner Trustee or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time without cause by giving at least 60 days' prior furnishing written notice of its resignation to Owner Participantthe Borrower and the Administrative Agent, Mortgagee and Lessee, which notice shall specify the date when such resignation shall take effect, and the Borrower and the Administrative Agent may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of its removal along with payment of all fees and expenses to which it is entitled through the date of termination. Within seven Business Days after giving the notice of removal to the Escrow Agent or receiving the notice of resignation from the Escrow Agent, in each case pursuant to this Section 8(c), the Borrower shall appoint a successor Escrow Agent. If a successor Escrow Agent has not accepted such appointment by the end of such seven Business Day period, the Escrow Agent may, in its sole discretion, apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent or for other appropriate relief. The costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall be paid by, and be deemed an obligation of the Borrower. Such resignation or removal, as the case may be, shall be effective upon the assumption appointment of a successor, and the trusts hereunder by retiring Escrow Agent shall transmit all records pertaining to the Escrowed Property and shall pay all Escrowed Property to the successor Owner Trustee under Section 9.1.2. In additionescrow agent, Owner Participant may at any time remove Owner Trusteeafter making copies of records the Escrow Agent deems advisable and, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject solely to the consent extent of Lessee (which consent shall not be unreasonably withheld). In the case of the resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such timeExcess Escrowed Property, if any, as a after deduction and payment to the Escrow Agent of all fees and expenses (including court costs and attorneys’ fees and expenses) payable to, incurred by, or expected to be incurred by the Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. Upon delivery of such Escrowed Property to the successor escrow agent, the Escrow Agent shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without no further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such courtduties, responsibilities or obligations hereunder.

Resignation or Removal. Owner Trustee or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) may resign at any time without cause by giving at least 60 days' prior written notice to Owner Participant, Mortgagee and Lessee, such resignation to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant The Collateral Agent may at any time remove Owner Trusteeresign, with effective upon 30 days prior written notice (or such shorter period as may be agreed to by the Required Noteholders and the Collateral Agent) to the Noteholders and the Company, and may be removed for or without cause at any time by a notice in writing delivered to Owner Trusteethe Required Noteholders, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld)30 days notice. In the case event of the any resignation or removal of Owner Trusteeremoval, Owner Participant may the Required Noteholders shall have the right to appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee Collateral Agent (which consent shall successor Collateral Agent may be one of the Noteholders or a financial institution that is engaged in the provision of agency services in syndicated commercial loan transactions or a trust company that is engaged in the provision of trust services in secured private placement transactions, but, if the Required Noteholders have not be unreasonably withheld). If appointed a successor Owner Trustee shall not have been appointed Collateral Agent within 30 days after such the resigning Collateral Agent’s giving of notice of resignation or its removal, Owner Trusteethe retiring Collateral Agent shall, any Owner Participantat the expense of the Obligors, Lessee or Mortgagee may apply on behalf of the Noteholders, subject to any court the above provision regarding the identity and nature of competent jurisdiction to a permissible successor Collateral Agent, either appoint a successor Owner Trustee Collateral Agent or apply to act until the appropriate court to make such timeappointment. Upon the acceptance of any appointment as a Collateral Agent hereunder by a successor, if anyto be evidenced by the successor Collateral Agent’s execution and delivery to the Company, the Noteholders and the retiring Collateral Agent of a counterpart of this Agreement, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from any further duties and obligations as Collateral Agent, as a successor shall have been appointed as above providedappropriate, under this Agreement and the Collateral Documents. Any successor Owner Trustee so appointed by such court shall immediately The payment and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date indemnity obligations of the appointment by Obligors provided for in Section 11 shall survive any such courtremoval or resignation in favor of the retiring Collateral Agent in respect of any matter arising during or after its tenure as Collateral Agent.

Resignation or Removal. Owner Trustee or any successor Owner Trustee (ai) shall resign if required to do so pursuant to Section 13.3 9.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (bii) may resign at any time without cause by giving at least 60 days' days prior written notice to Owner Participant, Mortgagee Participant and Lessee, such resignation to be effective upon the assumption acceptance of the trusts hereunder appointment by the successor Owner Trustee under Section 9.1.29.01(b). In addition, subject to Article XII and subject to Section 6.2.2 of the Participation Agreement, Owner Participant may at any time remove Owner Trustee only for cause, subject to the regulatory limitation that Persons who are neither Citizens of the United States nor resident aliens may not hold more than 25 percent of the aggregate power to remove Owner Trustee; provided, that Owner Participant may remove Owner Trustee, with or without cause by cause, at any time when the Aircraft is registered in a notice non-United States jurisdiction. For purposes of this Section, “for cause”, may include willful misconduct or gross negligence, but “for cause” shall not include the refusal of Owner Trustee to act or refrain from acting in writing delivered to a manner that (1) would violate the laws, regulations, court orders, or lawful directions of a government agency; (2) is outside the scope of Owner Trustee, Mortgagee ’s authority; (3) is contrary to its obligations under this Trust Agreement; or (4) is the subject of a mere disagreement between Owner Trustee and Lessee, Owner Participant. Any such removal to will be effective upon the assumption acceptance of the trusts hereunder appointment by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld9.01(b). In the case of the resignation or removal of Owner Trustee, subject to Article XII and subject to Section 6.2.2 of the Participation Agreement, Owner Participant may appoint a successor Owner Trustee by an instrument in writing signed by Owner ParticipantParticipant with the prior written consent of Lessee, withsuch consent not to be unreasonably withheld; provided that, unless a Lease if an Event of Default shall have occurred and be continuing, the then no such prior written consent of Lessee (which consent shall not be unreasonably withheld)so required. If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Trustee or Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such court.court.][Ftnt] [Ftnt] Insert this paragraph as Section 9.01(a) in place of the current Section 9.01(a) if the Owner Participant is not a Citizen of the United States. UNQUOTE

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Depositary as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Depositary may resign at any time without cause by giving at least 60 thirty (30) days' ’ prior written notice thereof to Owner Participant, Mortgagee Ormat and Lessee, such resignation to the Company. The Depositary may be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may removed at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Ormat. So long as no Default or Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld). In the case of the resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have then occurred and be continuing, the consent Company shall have the right to remove the Depositary for cause upon sixty (60) days’ written notice to the Depositary and Ormat. In the event that the Depositary shall decline to take any action without first receiving adequate indemnity from the Company or Ormat and, having received an indemnity, shall continue to decline to take such action, the Company and Ormat shall be deemed to have sufficient cause to remove the Depositary. Notwithstanding anything to the contrary, no resignation or removal of Lessee the Depositary shall be effective until: (i) a successor Depositary is appointed in accordance with this Section 4.04, (ii) the resigning or removed Depositary has transferred to its successor all of its rights and obligations in its capacity as the Depositary under this Agreement and the other Transaction Documents, and (iii) the successor Depositary has executed and delivered an agreement to be bound by the terms hereof (or other terms acceptable to Ormat and the Company) and the other Transaction Documents to which consent such Depositary is intended to be a party and perform all duties required of the Depositary hereunder and under the other Transaction Documents. Within thirty (30) days of receipt of a written notice of any resignation or removal of the Depositary, so long as no Default or Event of Default shall have then occurred and be continuing, the Company shall appoint a successor Depositary reasonably acceptable to Ormat; provided, that if Ormat do not confirm such acceptance or reject such appointee in writing within thirty (30) days following selection of such successor by the Company, then they shall be unreasonably withheld)deemed to have given acceptance thereof and such successor shall be deemed appointed as the Depositary hereunder. If a no successor Owner Trustee Depositary shall not have been appointed by the Company and no successor Depositary shall have accepted such appointment within 30 thirty (30) days after such the retiring Depositary’s giving of notice of resignation or removalthe removal of the retiring Depositary or if a Default or Event of Default shall have then occurred and be continuing, Owner Trustee, any Owner Participant, Lessee or Mortgagee then the retiring Depositary may apply to any a court of competent jurisdiction at the expense of the Company to appoint a successor Owner Trustee Depositary, which shall be (i)(A) a bank or trust company that has an office in New York, New York and that has a combined capital surplus of at least One Billion Dollars ($1,000,000,000) or (B) a wholly owned subsidiary of a bank or trust company described in clause (i)(A) above so long as such subsidiary has a combined capital surplus of at least One Billion Dollars ($1,000,000,000) and (ii) reasonably acceptable to act until Ormat; provided, that if Ormat does not confirm such timeacceptance or reject such appointee in writing within thirty (30) days following selection of such successor by the retiring Depositary, if any, as a then they shall be deemed to have given acceptance thereof and such successor shall have been be deemed appointed as above providedthe Depositary hereunder. Any Upon the acceptance of any appointment as Depositary hereunder by the successor Owner Trustee so appointed by Depositary, (a) such court successor Depositary shall immediately thereupon succeed to and without further act become vested with all the rights, powers, privileges and duties of the retiring Depositary, and the retiring Depositary shall be superseded by any successor Owner Trustee appointed as above provided within one year discharged from its duties and obligations hereunder arising after the date of acceptance by the successor Depositary of its appointment and (b) the retiring Depositary shall promptly transfer all monies and Permitted Investments within its possession or control to the possession or control of the successor Depositary and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Depositary with respect to the monies and Permitted Investments to the successor Depositary. After the retiring Depositary’s resignation or removal hereunder as Depositary, the provisions of this Article IV and of Article V 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 Depositary. Any corporation into which the Depositary may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Depositary shall be a party, or any corporation succeeding to the business of the Depositary shall be the successor of the Depositary hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such courtsuccession, anything herein to the contrary notwithstanding.

Resignation or Removal. Owner Trustee or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time without cause by giving at least 60 days' prior furnishing written notice of its resignation to Owner Participantthe Company and the Trustee, Mortgagee and Lessee, which notice shall specify the date when such resignation shall take effect, and the Company and the Trustee may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of its removal along with payment of all fees and expenses to which it is entitled through the date of termination. Within seven Business Days after giving the notice of removal to the Escrow Agent or receiving the notice of resignation from the Escrow Agent, in each case pursuant to this Section 8(c), the Company shall appoint a successor Escrow Agent. If a successor Escrow Agent has not accepted such appointment by the end of such seven Business Day period, the Escrow Agent may, in its sole discretion, apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent or for other appropriate relief. The costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall be paid by, and be deemed an obligation of the Company. Such resignation or removal, as the case may be, shall be effective upon the assumption appointment of a successor, and the trusts hereunder by retiring Escrow Agent shall transmit all records pertaining to the Escrowed Property and shall pay all Escrowed Property to the successor Owner Trustee under Section 9.1.2. In additionescrow agent, Owner Participant may at any time remove Owner Trusteeafter making copies of records the Escrow Agent deems advisable and, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject solely to the consent extent of Lessee (which consent shall not be unreasonably withheld). In the case of the resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such timeExcess Escrowed Property, if any, as a after deduction and payment to the Escrow Agent of all fees and expenses (including court costs and attorneys’ fees and expenses) payable to, incurred by, or expected to be incurred by the Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. Upon delivery of such Escrowed Property to the successor escrow agent, the Escrow Agent shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without no further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such courtduties, responsibilities or obligations hereunder.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status Collateral Agent as a Citizen of provided below, the United States and (b) Collateral Agent may resign at any time without cause by giving at least 60 days' prior written notice thereof to Owner Participantthe parties hereto, Mortgagee and Lessee, such resignation to the Collateral Agent may be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may removed at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, the Majority Lenders. Upon any such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld). In the case of the resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trusteethe Majority Lenders shall have the right to appoint, with the consent of the Borrower (unless a Default or an Event of Default has occurred and is continuing), such consent not to be unreasonably withheld or delayed, a successor Collateral Agent. Upon the acceptance of any Owner Participantappointment as Collateral Agent hereunder by a successor Collateral Agent, Lessee or Mortgagee such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. If no successor Collateral Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days following the delivery by the Collateral Agent of a notice of resignation, then the retiring Collateral Agent, in its discretion, may apply to any tender into the custody of a court of competent jurisdiction all assets then held by it hereunder, and thereupon shall be discharged from its duties hereunder. After the retiring Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Article VI shall continue in effect for its benefit in respect of any actions taken, suffered or omitted while it was acting as Collateral Agent. A retiring Collateral Agent shall also be deemed to appoint a successor Owner Trustee to act until such timeretire as the Securities Intermediary, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from Collateral Agent shall be deemed to be the date of the appointment by such courtsuccessor Securities Intermediary.

Resignation or Removal. Owner Trustee or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) may resign at any time without cause by giving at least 60 days' prior written notice to Owner Participant, Mortgagee and Lessee, such resignation to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld). In the case of the No resignation or removal of Owner Trusteethe Escrow Agent shall be effective until a successor Escrow Agent has accepted its appointment. The Escrow Agent may resign by furnishing not less than 15 Business Days’ written notice of its resignation to Albertson’s and the Agent, Owner Participant and Albertson’s may remove the Escrow Agent by furnishing to the Escrow Agent 30 days’ written notice of its removal along with payment of all fees and expenses and other amounts to which it is entitled through the date of termination. Within 10 Business Days after giving the notice of removal to the Escrow Agent or receiving the notice of resignation from the Escrow Agent, in each case pursuant to this Section 8(c), Albertson’s shall appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld)Escrow Agent. If a successor Owner Trustee shall Escrow Agent has not have been appointed within 30 days after accepted such notice appointment by the end of resignation or removalsuch period, Owner Trusteethe Escrow Agent may, any Owner Participantin its sole discretion, Lessee or Mortgagee may apply to any a court of competent jurisdiction to appoint for the appointment of a successor Owner Trustee Escrow Agent or for other appropriate relief. The costs and expenses (including reasonable fees and documented out-of-pocket costs of legal counsel) incurred by the Escrow Agent in connection with such proceeding shall be paid by, and be deemed joint and several obligations of, the Companies. Upon receipt of the identity of the successor Escrow Agent, the Escrow Agent shall either deliver the Escrowed Property then held hereunder to act the successor Escrow Agent, less the Escrow Agent’s fees, costs and expenses or other unpaid obligations owed to the Escrow Agent, or hold such Escrowed Property (or any portion thereof), pending distribution, until all such timefees, if anycosts and expenses or other obligations are paid. Upon delivery of the Escrowed Property to such successor Escrow Agent or the Companies or in accordance with the instructions of a court of competent jurisdiction, as a successor the Escrow Agent shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without no further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such courtduties, responsibilities or obligations hereunder.

Resignation or Removal. Owner Trustee or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) may resign at any time without cause by giving at least 60 days' days prior written notice to Owner Participant, Mortgagee and Lessee, such resignation to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDEDprovided, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld). In the case of the resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such court.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Depositary Agent as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Depositary Agent may resign at any time without cause by giving at least 60 30 days' prior ’ written notice thereof to Owner Participantthe Collateral Agent and Holdings; provided that in the event the Depositary Agent is also the Collateral Agent, Mortgagee and Lessee, such resignation to it must also at the same time resign as the Collateral Agent. The Depositary Agent may be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may removed at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Collateral Agent. So long as no Event of Default shall have then occurred and be continuing, such removal Holdings shall be subject have the right to remove the Depositary Agent for cause upon 60 days’ notice to the consent of Lessee (which consent shall not be unreasonably withheld)Depositary Agent and the Collateral Agent. In the case of event that the Depositary Agent shall decline to take any action without first receiving adequate indemnity from Holdings or the Secured Parties and, having received an indemnity, shall continue to decline to take such action, Holdings and the Collateral Agent shall be deemed to have sufficient cause to remove the Depositary Agent. Notwithstanding anything to the contrary, the resignation or removal of Owner Trustee, Owner Participant may appoint the Depositary Agent shall be effective upon the earlier of: (a) 60 days after the notice or resignation or removal or (b) the date that (i) a successor Owner Trustee Depositary Agent is appointed in accordance with this Section 4.4, (ii) the resigning or removed Depositary Agent has transferred to its successor all of its rights and obligations in its capacity as the Depositary Agent under this Agreement and the other Loan Documents, and (iii) the successor Depositary Agent has executed and delivered an agreement to be bound by an instrument signed by Owner Participantthe terms hereof and perform all duties required of the Depositary Agent hereunder. Within 30 days of receipt of a written notice of any resignation or removal of the Depositary Agent, with, unless a Lease so long as no Event of Default shall have then occurred and be continuing, Holdings shall appoint a successor Depositary Agent reasonably acceptable to the consent Collateral Agent; provided that, if the Collateral Agent does not confirm such acceptance or reject such appointee in writing within 30 days following selection of Lessee (which consent such successor by Holdings, then it shall not be unreasonably withheld)deemed to have given acceptance thereof and such successor shall be deemed appointed as the Depositary Agent hereunder. If a no successor Owner Trustee Depositary Agent shall not have been appointed by Holdings and shall have accepted such appointment within 30 days after such the retiring Depositary Agent’s giving of notice of resignation or removalthe removal of the retiring Depositary Agent or if an Event of Default shall have then occurred and be continuing, Owner Trustee, any Owner Participant, Lessee then the Collateral Agent or Mortgagee may apply to any court of competent jurisdiction to the Secured Parties shall appoint a successor Owner Trustee Depositary Agent, which shall be a bank or trust company which has an office in New York, New York and that has a combined capital surplus of at least $500,000,000 or at least $100,000,000 and is a wholly owned subsidiary of a bank or trust company that has a combined capital surplus of at least $500,000,000. Upon the acceptance of any appointment as Depositary Agent hereunder by the successor Depositary Agent, (a) such successor Depositary Agent shall thereupon succeed to act until and become vested with all the rights, powers, privileges and duties of the retiring Depositary Agent, and the retiring Depositary Agent shall be discharged from its duties and obligations hereunder and (b) the retiring Depositary Agent shall promptly transfer all monies and Permitted Investments within its possession or control to the possession or control of the successor Depositary Agent and shall execute and deliver such timenotices, if anyinstructions and assignments as may be necessary or desirable to transfer the rights of the Depositary Agent with respect to the monies and Permitted Investments to the successor Depositary Agent. After the retiring Depositary Agent’s resignation or removal hereunder as Depositary Agent, the provisions of this Article IV and of Article V 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 a successor shall have been appointed as above providedDepositary Agent. Any corporation into which the Depositary Agent may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Depositary Agent shall be a party, or any corporation succeeding to the business of the Depositary Agent shall be the successor Owner Trustee so appointed by such court shall immediately and of the Depositary Agent hereunder without the execution or filing of any paper with any party hereto or any further act be superseded by on the part of any successor Owner Trustee appointed as above provided within one year from the date of the appointment parties hereto except where an instrument of transfer or assignment is required by law to effect such courtsuccession, anything herein to the contrary notwithstanding.

Resignation or Removal. Owner Trustee or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time without cause by giving at least 60 days' prior furnishing written notice of its resignation to Owner Participantthe Escrow Issuer, Mortgagee the Company and Lesseethe Trustee, which notice shall specify the date when such resignation shall take effect, and the Escrow Issuer, the Company and the Trustee may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of its removal along with payment of all fees and expenses to which it is entitled through the date of termination. Within seven Business Days after giving the notice of removal to the Escrow Agent or receiving the notice of resignation from the Escrow Agent, in each case pursuant to this Section 8(c), the Escrow Issuer and the Company shall appoint a successor Escrow Agent. If a successor Escrow Agent has not accepted such appointment by the end of such seven Business Day period, the Escrow Agent may, in its sole discretion, apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent or for other appropriate relief. The costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall be paid by, and be deemed a joint and several obligation of, the Escrow Issuer and the Company. Such resignation or removal, as the case may be, shall be effective upon the assumption appointment of a successor, and the trusts hereunder by retiring Escrow Agent shall transmit all records pertaining to the Escrowed Property and shall pay all Escrowed Property to the successor Owner Trustee under Section 9.1.2. In additionescrow agent, Owner Participant may at any time remove Owner Trusteeafter making copies of record the Escrow Agent deems advisable and, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject solely to the consent extent of Lessee (which consent shall not be unreasonably withheld). In the case of the resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such timeExcess Escrowed Property, if any, as a after deduction and payment to the Escrow Agent of all fees and expenses (including court costs and attorneys’ fees and expenses) payable to, incurred by, or expected to be incurred by the Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. Upon delivery of such Escrowed Property to the successor escrow agent, the Escrow Agent shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without no further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such courtduties, responsibilities or obligations hereunder.

Resignation or Removal. Owner Trustee or any successor Owner Trustee (a) shall resign if required Subject to do so pursuant to Section 13.3 the appointment and acceptance of a successor Depositary Agent as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Depositary Agent may resign at any time without cause by giving at least 60 30 days' prior ’ written notice thereof to Owner Participant, Mortgagee the Administrative Agent and Lessee, such resignation to the Borrower. The Depositary Agent may be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may removed at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Administrative Agent. So long as no Event of Default shall have then occurred and be continuing, such removal the Borrower shall be have the right to remove the Depositary Agent for cause upon 60 days’ notice to the Depositary Agent and the Administrative Agent, subject to the consent of Lessee the Administrative Agent (which consent shall not to be unreasonably withheld). In the case event that the Depositary Agent shall decline to take any action without first receiving adequate indemnity (as reasonably determined by the Depositary Agent) from the Borrower, the other Loan Parties or the Secured Parties and, having received an adequate indemnity, shall continue to decline to take such action, each of the Borrower, the other Loan Parties and the Administrative Agent shall be deemed to have sufficient cause to remove the Depositary Agent. Notwithstanding anything to the contrary, no resignation or removal of Owner Trusteethe Depositary Agent shall be effective until (i) a successor Depositary Agent is appointed in accordance with this Section 4.4, Owner Participant may (ii) the resigning or removed Depositary Agent has transferred to its successor all of its rights and obligations in its capacity as the Depositary Agent under this Agreement and the other Loan Documents, and (iii) the successor Depositary Agent has executed and delivered an agreement to be bound by the terms hereof and perform all duties required of the Depositary Agent hereunder. Within 30 days of receipt of a written notice of any resignation or removal of the Depositary Agent, the Administrative Agent shall appoint a successor Owner Trustee by an instrument signed by Owner Participant, Depositary Agent with, unless a Lease so long as no Event of Default shall have then occurred and be continuing, the consent of Lessee the Borrower (which consent shall not to be unreasonably withheldwithheld or delayed); provided that if the Borrower does not confirm such acceptance or reject such appointee in writing within 30 days following selection of such successor by the Administrative Agent, then it shall be deemed to have given acceptance thereof and such successor shall be deemed appointed as the Depositary Agent hereunder. If a no successor Owner Trustee Depositary Agent shall not have been appointed by the Administrative Agent and shall have accepted such appointment within 30 days after such the retiring Depositary Agent’s giving of notice of resignation or removalthe removal of the retiring Depositary Agent or if an Event of Default shall have then occurred and be continuing, Owner Trustee, any Owner Participant, Lessee or Mortgagee then the retiring Depositary Agent may apply to any court of competent jurisdiction to appoint a successor Owner Trustee Depositary Agent, which shall be a bank or trust company which has an office in New York, New York and that has a combined capital surplus of at least $500,000,000 or at least $100,000,000 and is a wholly owned subsidiary of a bank or trust company that has a combined capital surplus of at least $500,000,000 and is reasonably acceptable to act until the Administrative Agent; provided that if the Administrative Agent does not confirm such timeacceptance or reject such appointee in writing within 30 days following selection of such successor by the retiring Depositary Agent, if any, as a then it shall be deemed to have given acceptance thereof and such successor shall have been be deemed appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such courtDepositary Agent hereunder.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Depositary as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Depositary may resign at any time without cause by giving at least 60 thirty (30) days' prior ’ written notice thereof to Owner Participant, Mortgagee and Lessee, such resignation to each party hereof. The Depositary may be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may removed at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trusteethe Administrative Agent with, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease so long as no Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld). In the case of the resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be is then continuing, the consent of Lessee the Borrower. Notwithstanding anything to the contrary, no resignation or removal of the Depositary shall be effective until: (which consent i) a successor Depositary is appointed in accordance with this Section 5.3, (ii) the resigning or removed [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. Depositary has transferred to its successor all of its rights and obligations in its capacity as the Depositary under this Agreement, and (iii) the successor Depositary has executed and delivered an agreement to be bound by the terms hereof and perform all duties required of the Depositary hereunder and a copy of such agreement has been delivered to the Administrative Agent, the Collateral Agent and Borrower. Within thirty (30) days of receipt of a written notice of any resignation or removal of the Depositary, the Administrative Agent and, if no Default or Event of Default is then continuing, Borrower shall not be unreasonably withheld)appoint a successor Depositary. If a no successor Owner Trustee Depositary (x) shall not have been appointed by the Administrative Agent and, if applicable, Borrower and (y) shall have accepted such appointment within 30 thirty (30) days after such the retiring Depositary’s giving of notice of resignation or removalthe removal of the retiring Depositary, Owner Trustee, any Owner Participant, Lessee or Mortgagee then the retiring Depositary may apply to any a court of competent jurisdiction to appoint a successor Owner Trustee Depositary, which shall be a federally insured U.S.-domiciled bank or trust company that has a combined capital surplus of at least $500,000,000. Upon the acceptance of any appointment as Depositary hereunder by the successor Depositary, (a) such successor Depositary shall thereupon succeed to act until and become vested with all the rights, powers, privileges and duties of the retiring Depositary, and the retiring Depositary shall be discharged from its duties and obligations hereunder and (b) the retiring Depositary shall promptly transfer all monies within its possession or control to the possession or control of the successor Depositary and shall execute and deliver such timenotices, if anyinstructions and assignments as may be necessary or desirable to transfer the rights of the Depositary with respect to the monies to the successor Depositary. After the retiring Depositary’s resignation or removal hereunder as Depositary, the provisions of this Article V and of Article VI 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 a successor shall have been appointed as above providedDepositary. Any corporation into which the Depositary may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Depositary shall be a party, or any corporation succeeding to the business of the Depositary or its corporate trust operations shall be the successor Owner Trustee so appointed by such court shall immediately and of the Depositary hereunder without the execution or filing of any paper with any party hereto or any further act be superseded by on the part of any successor Owner Trustee appointed as above provided within one year from the date of the appointment parties hereto except where an instrument of transfer or assignment is required by law to effect such courtsuccession, anything herein to the contrary notwithstanding.

Resignation or Removal. Owner Any Trustee or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) may resign by mailing to the Administrator and the Company, at any time without cause by giving at least 60 days' prior their last known addresses, written notice to Owner Participantof resignation, Mortgagee and Lessee, such resignation to be which shall become effective upon the assumption expiration of thirty (30) days following the date of mailing or upon written acceptance of the trusts hereunder resignation by the successor Owner Company prior to that time. The Company may remove any Trustee under Section 9.1.2. In additionon thirty (30) days written notice, Owner Participant by mailing to the Trustee written notice of removal (which notice may at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder waived by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheldTrustee). In the case event of resignation of or removal of a Trustee, such Trustee shall transfer, assign and deliver the Trust Fund to the successor Trustee(s), after retaining such reasonable amount it deems necessary to provide for its expenses in the settlement of its accounts, its compensation, and any taxes or advances chargeable against or payable out of the Trust Fund and known to the Trustee. The Trustee shall render a full and complete accounting of all assets and funds held by it within thirty (30) days of its giving notice of resignation or the receipt by the Trustee of notice of removal. Upon acceptance of the Trust and without further assignment or transfer, the successor shall become vested with all the title, estate, rights and powers (including discretionary powers), and be subject to all the duties and obligations of the Trustee originally appointed. The resigned or removed Trustee shall have no further responsibility to act hereunder except as to the rendering of a final accounting. Until the date it shall have become such successor Trustee, no successor Trustee shall be liable or responsible for anything done or omitted in the administration of the Trust; nor, except upon the Administrator's written direction, shall it be required to inquire into or take any action concerning the acts of any predecessor Trustee. Upon the failure of the Company to appoint a successor Trustee by the effective date of the resignation or removal of Owner the Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participantthe remaining Trustees shall continue as the sole Trustees of the Trust, withor, unless a Lease Event of Default shall have occurred and be continuingif there are no remaining Trustees, the consent of Lessee (which consent Administrator shall not be unreasonably withheld). If a become successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a until another successor Owner Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such courtis appointed.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Depositary Bank as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Depositary Bank may resign at any time without cause by giving at least 60 thirty (30) days' prior written notice thereof to Owner Participantthe Collateral Agent and CE Generation; provided that in the event the Depositary Bank is also the Collateral Agent, Mortgagee and Lessee, such resignation to it must also at the same time resign as Collateral Agent. The Depositary Bank may be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may removed at any time remove Owner Trusteewith cause by the Collateral Agent, and may be removed at any time with or without cause by a the Majority Holders. CE Generation shall have the right to remove the Depositary Bank upon thirty (30) days' notice in writing delivered to Owner Trusteethe Secured Parties with or without cause, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case appointment of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject successor Depositary Bank under this Section 4.4 which is reasonably acceptable to the consent of Lessee (which consent shall not be unreasonably withheld)Collateral Agent. In the event the Depositary Bank shall decline to take any action without first receiving adequate indemnity from CE Generation, the Secured Parties or the Collateral Agent, as the case may be, and, having received an indemnity, shall continue to decline to take such action, the Collateral Agent shall be deemed to have sufficient cause to remove the Depositary Bank. Upon any such resignation or removal, the Collateral Agent shall have the right to appoint a successor Depositary Bank, which Depositary Bank shall be reasonably acceptable to CE Generation. If no successor Depositary Bank shall have been appointed by the Collateral Agent and shall have accepted such appointment within thirty (30) days after the retiring Depositary Bank's giving of notice of resignation or the removal of the resignation retiring Depositary Bank, then (i) the retiring Depositary Bank may petition a court of competent jurisdiction for the appointment of a successor Depositary Bank or removal of Owner Trustee, Owner Participant (ii) the retiring Depositary Bank may appoint a successor Owner Trustee by an instrument signed by Owner ParticipantDepositary Bank, with, unless which shall be a Lease Event bank or trust company reasonably acceptable to the Collateral Agent and CE Generation. Upon the acceptance of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, appointment as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded Depositary Bank hereunder by any successor Owner Trustee appointed as above provided within one year from the date Depositary Bank, (a) such successor Depositary Bank shall thereupon succeed to and become vested with all of the appointment rights, powers, privileges and duties of the retiring Depositary Bank, and the retiring Depositary Bank shall be discharged from any further duties and obliga tions hereunder and (b) the retiring Depositary Bank shall promptly transfer all Accounts within its possession or control to the possession or control of the successor Depositary Bank and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Depositary Bank with respect to the Accounts to the successor Depositary Bank. After the retiring Depositary Bank's resignation or removal hereunder as Depositary Bank, the provisions of this Article IV and of Article V shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by such courtit while it was acting as the Depositary Bank.

Resignation or Removal. Owner Trustee or any successor Owner Trustee (a) shall resign if required to do so Administrative Agent shall, at all times, be the same Person which is Administrative Agent under the Credit Agreement and Collateral Agent shall, at all times, be the same Person which is Collateral Agent under the Intercreditor Agreement. Written notice of resignation by Administrative Agent pursuant to Section 13.3 subsection 8.6 of the Participation Credit Agreement or upon obtaining Actual Knowledge shall also constitute notice of resignation under this Agreement; removal of Administrative Agent pursuant to subsection 8.6 of the Credit Agreement shall also constitute removal under this Agreement; and appointment of a successor Administrative Agent pursuant to subsection 8.6 of the Credit Agreement shall also constitute appointment of a successor Administrative Agent under this Agreement. Written notice of resignation by Collateral Agent pursuant to the terms of the Intercreditor Agreement shall also constitute notice of resignation under this Agreement; removal of Collateral Agent pursuant to the terms of the Intercreditor Agreement shall also constitute removal under this Agreement; and appointment of a successor Collateral Agent pursuant to the Intercreditor Agreement shall also constitute appointment of a successor Collateral Agent under this Agreement. Upon the acceptance of any facts that would cast doubt upon its continuing status appointment as a Citizen Administrative Agent under subsection 8.6 of the United States Credit Agreement by a successor Administrative Agent, or as Collateral Agent under the Intercreditor Agreement by a successor Collateral Agent, that successor Administrative Agent or Collateral Agent, as the case may be, shall thereupon succeed to and (b) may resign at any time without cause by giving at least 60 days' prior written notice to Owner Participantbecome vested with all the rights, Mortgagee powers, privileges and Lessee, such resignation to be effective upon the assumption duties of the trusts hereunder by retiring or removed Administrative Agent or Collateral Agent under this Agreement, and the retiring or removed Administrative Agent or Collateral Agent under this Agreement shall promptly deliver to such successor Administrative Agent or Collateral Agent, as the case may be, all sums and securities held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Owner Trustee Administrative Agent or Collateral Agent as depository under Section 9.1.2. In additionthis Agreement, Owner Participant may at any time remove Owner Trusteewhereupon such retiring or removed Administrative Agent or Collateral Agent, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in as the case of a removal without causemay be, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld)discharged from its duties and obligations under this Agreement. In the case of the After any retiring or removed Administrative Agent's or Collateral Agent's resignation or removal of Owner Trusteehereunder as Administrative Agent or Collateral Agent, Owner Participant as the case may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuingbe, the consent provisions of Lessee (which consent Sections 11 and 14 hereof shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply inure to its benefit as to any court of competent jurisdiction actions taken or omitted to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed be taken by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such courtit while it was Administrative Agent or Collateral Agent under this Agreement.

Resignation or Removal. Owner Trustee The Escrow Agent may resign by furnishing written notice of its resignation to the Parties, and the Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of its removal along with payment of all fees and expenses to which it is entitled through the date of termination. Such resignation or any successor Owner Trustee removal, as the case may be, shall be effective thirty (a30) shall resign if required to do so pursuant to Section 13.3 days after the delivery of the Participation Agreement such notice or upon obtaining Actual Knowledge the earlier appointment of any facts that would cast doubt upon its continuing status a successor, and the Escrow Agent’s sole responsibility thereafter, shall be to safely keep the Escrow Funds and the Shareholders’ Agent Fund to deliver the same to a successor escrow agent as shall be appointed by the Parties, as evidenced by a Citizen of the United States and (b) may resign at any time without cause by giving at least 60 days' prior joint written notice filed with the Escrow Agent or in accordance with a court order. If the Parties have failed to Owner Participant, Mortgagee and Lessee, such resignation to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld). In the case of the resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event escrow agent prior to the expiration of Default shall have occurred and be continuing, thirty (30) days following the consent delivery of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee the Escrow Agent may apply to petition any court of competent jurisdiction to appoint for the appointment of a successor Owner Trustee to act until escrow agent or for other appropriate relief, and any such timeresulting appointment shall be binding upon the Parties. Notwithstanding the foregoing, if any, as any successor Escrow Agent shall be a successor shall have been appointed as above providedfinancial institution organized under the laws of the United States of America and having a combined capital and surplus of not less than Two Hundred Fifty Million Dollars ($250,000,000). Any successor Owner Trustee so appointed by Escrow Agent, however appointed, shall execute and deliver to the predecessor Escrow Agent, with a copy to each of the Parties, an instrument accepting such court shall immediately appointment, and thereupon such successor Escrow Agent shall, without further act be superseded by any successor Owner Trustee appointed as above provided within one year from act, become fully vested with all the date rights, powers, obligations and duties of the appointment by such courtpredecessor Escrow Agent hereunder with the same effect as if originally named the Escrow Agent herein. Section 3.4.

Resignation or Removal. Owner Trustee or any Subject to the appointment and ---------------------- acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Administrative Agent as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Administrative Agent may resign at any time without cause by giving at least 60 30 days' prior written notice thereof to Owner Participantthe Collateral Agent, Mortgagee the Issuer, Xxxxxx XX Holdings and LesseeXxxxxx III Holdings (provided that if the Administrative Agent is also the -------- Collateral Agent and the Trustee, it must also at the same time resign as Collateral Agent and as Trustee), and the Administrative Agent may be removed at any time with cause by the Collateral Agent. In the event that the Administrative Agent shall decline to take any action without first receiving adequate indemnity and, having received adequate indemnification, shall continue to decline to take such action, the Collateral Agent shall be deemed to have sufficient cause to remove the Administrative Agent. Prior to the occurrence of an Event of Default, the Issuer shall have the right to remove the Administrative Agent upon 30 day's notice to the Secured Parties with or without cause, subject to the appointment and acceptance of a successor Administrative Agent as provided below. Upon any such resignation or removal, the Collateral Agent shall have the right to appoint a successor Administrative Agent which shall be effective upon a single bank or trust company that (i) has an office in New York, New York, (ii) has capital, surplus and undivided profits of at least $50,000,000, (iii) is experienced in administering sophisticated financing transactions, and (iv) so long as no Event of Default has occurred and is continuing, is reasonably acceptable to the assumption Issuer. If no successor Administrative Agent shall have been appointed by the Collateral Agent and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation or the removal of the trusts retiring Administrative Agent, then the retiring Administrative Agent may appoint a successor Administrative Agent, which shall be a single bank or trust company that (i) has an office in New York, New York, (ii) has capital, surplus and undivided profits of at least $50,000,000, (iii) is experienced in administering sophisticated financing transactions, and (iv) so long as no Event of Default has occurred and is continuing, is reasonably acceptable to the Issuer. Upon the acceptance of any appointment as Administrative Agent hereunder by the successor Owner Trustee under Section 9.1.2. In additionAdministrative Agent, Owner Participant may at any time remove Owner Trustee(a) such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, with or without cause by a notice in writing delivered to Owner Trusteepowers, Mortgagee privileges and Lessee, such removal to be effective upon the assumption duties of the trusts retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder by and (b) the retiring Administrative Agent shall promptly transfer all Accounts within its possession or control to the possession or control of the successor Owner Trustee under Section 9.1.2Administrative Agent and the retiring Administrative Agent shall execute and deliver such notices, PROVIDED, that, in instructions and assignments as may be necessary or desirable to transfer the case rights of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, the retiring Administrative Agent with respect to such removal shall be subject Accounts to the consent of Lessee (which consent shall not be unreasonably withheld)successor Administrative Agent. In After the case of the retiring Administrative Agent's resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuinghereunder as Administrative Agent, the consent provisions of Lessee (this Article IV and of Article V shall ---------- --------- continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while acting as Administrative Agent. Further, a corporation into which consent shall not the Administrative Agent is merged or converted or with which it is consolidated or which results from a merger, conversion or consolidation to which it is a party shall, to the extent permitted by Applicable Law, be unreasonably withheld). If a the successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and Administrative Agent under this Agreement without further act be superseded by any successor Owner Trustee appointed as above provided within one year from formality and shall thereupon succeed to and become vested with all the date rights, powers, privileges and duties of the appointment by Administrative Agent with which such courtcorporation was merged, converted or consolidated. The Administrative Agent shall forthwith notify such event to the Issuer and the Collateral Agent.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Depositary Bank as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Depositary Bank may resign at any time without by giving thirty (30) days’ written notice thereof to the Administrative Agent and the Borrower. The Depositary Bank may be removed at any time with cause by giving the Collateral Agent acting at least 60 the direction of the Administrative Agent. As long as no Event of Default has occurred and is continuing, the Borrower shall have the right to remove the Depositary Bank upon thirty (30) days' prior written ’ notice to Owner Participantthe Secured Parties with or without cause, Mortgagee in accordance with this Section 5.4 and Lessee, such resignation to be effective upon the assumption appointment of a successor Depositary Bank under this Section 5.4, which is reasonably acceptable to the Collateral Agent acting at the direction of the trusts Administrative Agent. In the event the Depositary Bank shall decline to take any action without first receiving adequate indemnity from the Borrower or the Lenders, as the case may be, and, having received such indemnity, shall continue to decline to take such action, the Collateral Agent acting at the direction of the Administrative Agent shall be deemed to have sufficient cause to remove the Depositary Bank. Upon any such resignation or removal, the Collateral Agent acting at the direction of the Administrative Agent shall have the right to appoint a successor Depositary Bank, which Depositary Bank shall be reasonably acceptable to the Borrower (provided that such requirement to be reasonably acceptable to the Borrower shall not apply during the pendency of any Default or Event of Default). Resignation or removal of the Depositary Bank shall become effective upon a successor depositary bank having accepted its appointment. If no successor Depositary Bank shall have been appointed by the Collateral Agent and shall have accepted such appointment within thirty (30) days after the retiring Depositary Bank’s giving of notice of resignation or the removal of the retiring Depositary Bank, then (a) the retiring Depositary Bank may petition a court of competent jurisdiction for the appointment of a successor Depositary Bank, or (b) the retiring Depositary Bank may appoint a successor Depositary Bank, which shall be a bank or trust company reasonably acceptable to the Collateral Agent acting at the direction of the Administrative Agent and the Borrower (provided that such requirement to be reasonably acceptable to the Borrower shall not apply during the pendency of any Default or Event of Default). Upon the acceptance of any appointment as Depositary Bank hereunder by the successor Owner Trustee under Section 9.1.2. In additionDepositary Bank, Owner Participant may at any time remove Owner Trustee(i) such successor Depositary Bank shall thereupon succeed to and become vested with all the rights, with or without cause by a notice in writing delivered to Owner Trusteepowers, Mortgagee privileges and Lessee, such removal to be effective upon the assumption duties of the trusts hereunder by retiring Depositary Bank, and the retiring Depositary Bank shall be discharged from any further duties and obligations hereunder, and (ii) the retiring Depositary Bank shall promptly transfer all Accounts within its possession or control to the possession or control of the successor Owner Trustee under Section 9.1.2Depositary Bank and shall execute and deliver such notices, PROVIDED, that, in instructions and assignments as may be necessary or desirable to transfer the case rights of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject the Depositary Bank with respect to the consent of Lessee (which consent shall not be unreasonably withheld)Accounts to the successor Depositary Bank. In After the case of the retiring Depositary Bank’s resignation or removal hereunder as Depositary Bank, the provisions of Owner Trustee, Owner Participant may appoint a successor Owner Trustee this Article V and of Article VI hereof shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by an instrument signed by Owner Participant, it while it was acting as the Depositary Bank. If the Depositary Bank consolidates with, unless a Lease Event merges or converts into, or transfers all or substantially all of Default shall have occurred and be continuingits corporate trust assets to, another Person, the consent of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation resulting, surviving or removaltransferee Person, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act act, shall be superseded by any the successor Owner Trustee appointed as above provided within one year from the date of the appointment by such courtDepositary Bank.

Resignation or Removal. Owner Trustee The Escrow Agent may resign by furnishing written notice of its resignation to the Issuers and the Trustee, and the Issuers may remove the Escrow Agent by furnishing to the Escrow Agent 30 days written notice of its removal along with payment of all fees and expenses to which it is entitled through the date of termination. Within 10 Business Days after giving the notice of removal to the Escrow Agent or any successor Owner Trustee (a) shall resign if required to do so receiving the notice of resignation from the Escrow Agent, in each case pursuant to this Section 13.3 of 8(c), the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) may resign at any time without cause by giving at least 60 days' prior written notice to Owner Participant, Mortgagee and Lessee, such resignation to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default Issuers shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld). In the case of the resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld)Escrow Agent. If a successor Owner Trustee shall Escrow Agent has not have been appointed within 30 days after accepted such notice appointment by the end of resignation such period, the Escrow Agent may, in its sole discretion, deliver the Escrowed Property to either Issuer at the address provided herein or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any a court of competent jurisdiction to appoint for the appointment of a successor Owner Trustee Escrow Agent or for other appropriate relief. The costs and expenses (including reasonable fees and documented out-of-pocket costs of legal counsel) incurred by the Escrow Agent in connection with such proceeding shall be paid by, and be deemed joint and several obligations of, the Issuers. Upon receipt of the identity of the successor Escrow Agent, the Escrow Agent shall either deliver the Escrowed Property then held hereunder to act the successor Escrow Agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent, or hold such Escrowed Property (or any portion thereof), pending distribution, until all such timefees, if anycosts and expenses or other obligations are paid. Upon delivery of the Escrowed Property to such successor Escrow Agent or the Issuers or in accordance with the instructions of a court of competent jurisdiction, as a successor the Escrow Agent shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without no further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such courtduties, responsibilities or obligations hereunder.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Depositary Agent as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Depositary Agent may resign at any time without by giving thirty (30) days' written notice thereof to each of the Trustee and the Company; PROVIDED that in the event the Depositary Agent is also the Trustee, it must at the same time resign as Trustee. The Depositary Agent may be removed at any time with cause by giving at least 60 the Trustee. The Company shall have the right to remove the Depositary Agent upon thirty (30) days' prior written notice to Owner Participantthe Trustee and the Initial Purchaser with or without cause, Mortgagee and Lessee, such resignation to be effective upon the assumption appointment of a successor Depositary Agent under this Section 4.4, which is reasonably acceptable to the Trustee and the Initial Purchaser. In the event that the Depositary Agent shall decline to take any action without first receiving adequate indemnity from any of the trusts Company or Trustee, as the case may be and, having received an indemnity, shall continue to decline to take such action, the Trustee shall be deemed to have sufficient cause to remove the Depositary Agent. Upon any such resignation or removal, the Trustee shall have the right to appoint a successor Depositary Agent, which Depositary Agent shall be reasonably acceptable to the Company. If no successor Depositary Agent shall have been appointed by the Trustee and shall have accepted such appointment within thirty (30) days after the retiring Depositary Agent's giving of notice of resignation or the removal of the retiring Depositary Agent, then the retiring Depositary Agent may appoint a successor Depositary Agent, which shall be a bank or trust company reasonably acceptable to each of the Trustee and the Company. Upon the acceptance of any appointment as Depositary Agent hereunder by the successor Owner Trustee under Section 9.1.2. In additionDepositary Agent, Owner Participant may at any time remove Owner Trustee(a) such successor Depositary Agent shall thereupon succeed to and become vested with all the rights, with or without cause by a notice in writing delivered to Owner Trusteepowers, Mortgagee privileges and Lessee, such removal to be effective upon the assumption duties of the trusts retiring Depositary Agent, and the retiring Depositary Agent shall be discharged from its duties and obligations hereunder by and (b) the retiring Depositary Agent shall promptly transfer the Disbursement Account within its possession or control to the possession or control of the successor Owner Trustee under Section 9.1.2Depositary Agent and shall execute and deliver such notices, PROVIDED, that, in instructions and assignments as may be necessary or desirable to transfer the case rights of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject the Depositary Agent with respect to the consent of Lessee (which consent shall not be unreasonably withheld)Disbursement Account to the successor Depositary Agent. In After the case of the retiring Depositary Agent's resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuinghereunder as Depositary Agent, the consent provisions of Lessee (which consent this Article IV and of Article V shall not continue in effect for its benefit in respect of any actions taken or omitted to be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, taken by it while it was acting as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such courtDepositary Agent.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Depositary as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Depositary may resign at any time without cause by giving at least 60 thirty (30) days' prior ’ written notice thereof to Owner Participantthe DIP Administrative Agent and the Borrowers, Mortgagee and Lesseeprovided that in the event the Depositary is also the DIP Administrative Agent, such resignation to it must also at the same time resign as the DIP Administrative Agent. The Depositary may be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may removed at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject DIP Administrative Agent. Notwithstanding anything to the consent of Lessee (which consent shall not be unreasonably withheld). In the case of the contrary, no resignation or removal of Owner Trusteethe Depositary shall be effective until: (i) a successor Depositary is appointed in accordance with this Section 4.4, Owner Participant may (ii) the resigning or removed Depositary has transferred to its successor all of its rights and obligations in its capacity as the Depositary under this Depositary Agreement, and (iii) the successor Depositary has executed and delivered an agreement to be bound by the terms hereof and perform all duties required of the Depositary hereunder. Within thirty (30) days of receipt of a written notice of any resignation or removal of the Depositary, the DIP Administrative Agent (acting on the instruction of Requisite DIP Lenders) shall appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld)Depositary. If a no successor Owner Trustee Depositary shall not have been appointed by the DIP Administrative Agent and shall have accepted such appointment within 30 thirty (30) days after such the retiring Depositary’s giving of notice of resignation or removalthe removal of the retiring Depositary, Owner Trustee, any Owner Participant, Lessee or Mortgagee then the retiring Depositary may apply to any a court of competent jurisdiction to appoint a successor Owner Trustee Depositary, which shall be a bank or trust company which has an office in New York, New York and that has a combined capital surplus of at least $500,000,000. Upon the acceptance of any appointment as Depositary hereunder by the successor Depositary, (a) such successor Depositary shall thereupon succeed to act until and become vested with all the rights, powers, privileges and duties of the retiring Depositary, and the retiring Depositary shall be discharged from its duties and obligations hereunder and (b) the retiring Depositary shall promptly transfer all monies and Permitted Investments within its possession or control to the possession or control of the successor Depositary and shall execute and deliver such timenotices, if anyinstructions and assignments as may be necessary or desirable to transfer the rights of the Depositary with respect to the monies and Permitted Investments to the successor Depositary. After the retiring Depositary’s resignation or removal hereunder as Depositary, the provisions of this Article IV and of Article V 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 a successor shall have been appointed as above providedDepositary. Any corporation into which the Depositary may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Depositary shall be a party, or any corporation succeeding to the business of the Depositary or its corporate trust operations shall be the successor Owner Trustee so appointed by such court shall immediately and of the Depositary hereunder without the execution or filing of any paper with any party hereto or any further act be superseded by on the part of any successor Owner Trustee appointed as above provided within one year from the date of the appointment parties hereto except where an instrument of transfer or assignment is required by law to effect such courtsuccession, anything herein to the contrary notwithstanding.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status Depository Bank as a Citizen of the United States and (b) provided below, Depository Bank may resign at any time without cause by giving at least 60 days' thirty (30) days prior express written notice thereof to Owner Participant, Mortgagee and Lessee, such resignation to the parties hereto. Depository Bank may be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may removed at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner TrusteeLender, Mortgagee and Lesseeand, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease provided that no Trigger Event of Default shall have then occurred and be continuing, Borrower shall have the right to remove Depository Bank with or without cause upon thirty (30) days prior express written notice to the parties hereto. Upon any such removal resignation or removal, Lender shall be subject have the right to appoint, with the consent of Lessee Borrower (which unless a Trigger Event has occurred and is continuing), such consent shall not to be unreasonably withheld)withheld or delayed, a successor Depository Bank. In Upon the case acceptance of any appointment as Depository Bank hereunder by a successor Depository Bank, such successor Depository Bank shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resignation or removal of Owner Trusteeretiring Depository Bank, Owner Participant may appoint a and the retiring Depository Bank shall be discharged from its duties and obligations hereunder. If no successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default Depository Bank shall have occurred been so appointed by Lender and be continuing, shall have accepted such appointment within thirty (30) days following the consent delivery by Depository Bank of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or the delivery by Borrower or Lender of a notice of removal, Owner Trusteethen the retiring or removed Depository Bank, any Owner Participantin its discretion, Lessee or Mortgagee may apply to any tender into the custody of a court 25 DEPOSITORY AGREEMENT of competent jurisdiction all assets then held by it hereunder, and thereupon shall be discharged from its duties hereunder. After the retiring Depository Bank’s resignation or removal hereunder as Depository Bank, the provisions of this Article VI shall continue in effect for its benefit in respect of any actions taken, suffered or omitted while it was acting as Depository Bank. Any corporation into which the Depository Bank may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to appoint which the Depository Bank shall be a party, or any corporation succeeding to all or substantially all the corporate trust or agency business of the Depository Bank, shall be the successor Owner Trustee of the Depository Bank hereunder; provided that such corporation shall be otherwise eligible under this Article to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and Depository Bank, without the execution or filing of any paper or any further act be superseded by on the part of any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such courtparties hereto.

Resignation or Removal. Owner Trustee or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) The Custodian may resign at any time without cause by giving at least 60 upon thirty (30) days' prior written notice in writing to Owner Participantthe Sponsor, Mortgagee and Lessee, the Custodian may be removed by the Sponsor at any time upon thirty (30) days' notice in writing to the Custodian. Upon such resignation to or removal, the Sponsor shall appoint a successor Custodian, which successor shall be effective upon the assumption a "bank" as defined in Section 408(n) of the trusts hereunder Code. Upon receipt by the Custodian of written acceptance of such appointment by the successor Owner Trustee Custodian, the Custodian shall transfer and pay over to such successor the assets of the account and all records pertaining thereto, provided that any successor Custodian shall agree not to dispose of any such records without the Custodian's consent. The Custodian is authorized, however, to reserve such sum of money or Shares as it may deem advisable for payment of all its fees, compensation, costs, and expenses, or for payment of any liabilities constituting a charge on or against the assets of the Account or on or against the Custodian, with any balance of such reserve remaining after the payment of all such items to be paid over to the successor Custodian. The successor Custodian shall hold the assets paid over to it under terms similar to those of this Plan that qualify under Section 9.1.2403(b) of the Code. In additionIf, Owner Participant within thirty (30) days after the Custodian's resignation or removal, the Sponsor has not appointed a successor Custodian which has accepted such appointment, the Custodian may appoint such successor. The Custodian shall not be liable for the acts or omissions of such successor, whether or not it makes such appointment. -------------------------------------------------------------------------------- ARTICLE 7 - AMENDMENT The Custody Agreement may at any time remove Owner Trustee, with and from time to time be amended in whole or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder part by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject Sponsor mailing to the consent Employer and Employee a written copy of Lessee (which consent shall not be unreasonably withheld). In the case of the resignation or removal of Owner Trusteesuch amendment; provided, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuinghowever, the consent of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee Sponsor shall not have been appointed within 30 days after the right to amend the Custody Agreement in such notice a manner as to: (a) deprive any Employee of resignation any benefit to which he or removalshe was entitled under the Custody Agreement by reason of contributions made prior to the amendment, Owner Trusteeunless such amendment is necessary to conform the Custody Agreement to, or satisfy the conditions of, any Owner Participantlaw, Lessee governmental regulation or Mortgagee may apply ruling, and to any court permit the Custody Agreement and the Account to meet the requirements of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date Section 403(b) of the appointment by such courtCode or any similar statute; (b) cause or permit the Account to be diverted to purposes other than for the exclusive benefit of the Employee or Beneficiary; or (c) cause or permit any part of the Account to revert to or become the property of the Employer.

Resignation or Removal. Owner The Trustee or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) may resign at any time without cause by giving at least 60 days' prior written notice ---------------------- to Owner Participantthe Company, Mortgagee and Lessee, such resignation to which shall be effective upon receipt unless a different effective date is agreed to by the assumption board of directors of the trusts hereunder by Company, provided that no such resignation of the Trustee shall be effective until the board of directors has appointed a successor Trustee (which it shall do as soon as practical) and the successor Owner Trustee under Section 9.1.2has taken office, if the resignation would leave no Trustee in office. The Trustee may be removed by action of the board of directors by written notice, which shall be effective upon receipt unless a different effective date is specified in the notice; provided that on or after the date a Change of Control occurs the Trustee in office on the day before such date may be removed only upon a showing that the Trustee has committed a material breach of its fiduciary duty with respect to the Trust or has materially violated the terms of this Trust Agreement. In additionthe event of the death, Owner Participant may at any time remove Owner incapacity, removal or resignation of a Trustee, with or without cause the board of directors of the Company may appoint a successor Trustee. Such successor Trustee, upon accepting such appointment by a notice an instrument in writing delivered to Owner the Company, shall, without further act, become invested with all the estate, rights, powers, discretion and duties of the predecessor Trustee, Mortgagee and Lessee, such removal to be effective upon with similar effect as if originally named as the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld)this Trust Agreement. In the case of the Upon resignation or removal of Owner Trustee, Owner Participant may appoint a Trustee and upon written notice to such former Trustee of the appointment of a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a the predecessor Trustee shall execute all documents necessary to transfer the Trust to the successor Trustee, provided that this action shall not waive any lien such former Trustee may have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from upon the date of the appointment by such courtTrust Fund for compensation or expenses.

Resignation or Removal. Owner Indenture Trustee or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) thereto may resign at any time with or without cause by giving at least 60 thirty (30) days' prior written notice to Owner Trustee, Owner Participant, Mortgagee Lessee and Lesseeeach Noteholder, such resignation to be effective upon on the assumption acceptance of the trusts hereunder appointment by the successor Owner Indenture Trustee under Section 9.1.2pursuant to the provisions of subsection (b) below. In addition, Owner Participant a Majority in Interest of Noteholders may at any time remove Owner Trustee, Indenture Trustee with or without cause by a notice an instrument in writing delivered to Owner Trustee, Mortgagee Owner Participant and Indenture Trustee, and Owner Trustee shall give prompt written notification thereof to each Noteholder and Lessee, such . Such removal to will be effective upon on the assumption acceptance of the trusts hereunder appointment by the successor Owner Indenture Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject pursuant to the consent provisions of Lessee subsection (which consent shall not be unreasonably withheld)b) below. In the case of the resignation or removal of Owner Indenture Trustee, Owner Participant a Majority in Interest of Noteholders may appoint a successor Owner Indenture Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld)such holders. If a successor Owner Indenture Trustee shall not have been appointed within 30 thirty (30) days after such notice of resignation or removal, Owner Trustee, Indenture Trustee or any Owner Participant, Lessee or Mortgagee Noteholder may apply to any court of competent jurisdiction to appoint a successor Owner Indenture Trustee to act until such time, if any, as a successor shall have been appointed by a Majority in Interest of Noteholders as above provided. Any The successor Owner Indenture Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Indenture Trustee appointed by a Majority in Interest of Noteholders as above provided within one year from the date of the appointment by such courtprovided.

Resignation or Removal. Owner The Lease Indenture Trustee or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) thereto may resign at any time with or without cause by giving at least 60 thirty (30) days' prior written notice to the Owner Lessor, the Owner Participant, Mortgagee the Facility Lessee and Lesseeeach Noteholder, such resignation to be effective upon on the assumption acceptance of the trusts hereunder appointment by the successor Owner Lease Indenture Trustee under Section 9.1.2pursuant to the provisions of subsection (b) below. In addition, Owner Participant a Majority in Interest of 39 44 Noteholders may at any time remove Owner Trustee, the Lease Indenture Trustee with or without cause by a notice an instrument in writing delivered to the Owner Lessor, the Owner Participant and the Lease Indenture Trustee, Mortgagee and the Owner Lessor shall give prompt written notification thereof to each Noteholder and the Facility Lessee, such . Such removal to will be effective upon on the assumption acceptance of the trusts hereunder appointment by the successor Owner Lease Indenture Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject pursuant to the consent provisions of Lessee subsection (which consent shall not be unreasonably withheld)b) below. In the case of the resignation or removal of Owner the Lease Indenture Trustee, Owner Participant a Majority in Interest of Noteholders may appoint a successor Owner Lease Indenture Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld)such holders. If a successor Owner Lease Indenture Trustee shall not have been appointed within 30 thirty (30) days after such notice of resignation or removal, Owner Trustee, the Lease Indenture Trustee or any Owner Participant, Lessee or Mortgagee Noteholder may apply to any court of competent jurisdiction to appoint a successor Owner Lease Indenture Trustee to act until such time, if any, as a successor shall have been appointed by a Majority in Interest of Noteholders as above provided. Any The successor Owner Lease Indenture Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Lease Indenture Trustee appointed by a Majority in Interest of Noteholders as above provided within one year from the date of the appointment by such courtprovided.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Depositary Agent as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Depositary Agent may resign at any time without cause by giving at least 60 30 days' prior written notice thereof to Owner ParticipantAEE, Mortgagee and Lesseethe Depositary Agent may be removed at any time with cause by AEE. In the event that the Depositary Agent shall decline to take any action without first receiving adequate indemnity and, having received adequate indemnification, shall continue to decline to take such action, AEE shall be deemed to have sufficient cause to remove the Depositary Agent. Upon any such resignation or removal, AEE shall have the right to appoint a successor Depositary Agent which shall be effective upon a bank or trust company that (i) has an office in The City of New York, New York, (ii) has capital, surplus and undivided profits of at least $500,000,000, (iii) is experienced in administering sophisticated financing transactions, (iv) is experienced in non-recourse lending on a project finance basis and (v) is reasonably acceptable to the assumption Lessor. If no successor Depositary Agent shall have been appointed by AEE and shall have accepted such appointment within 30 days after the retiring Depositary Agent's giving of notice of resignation or the removal of the trusts retiring Depositary Agent, then the retiring Depositary Agent may appoint a successor Depositary Agent, which shall be a single bank or trust company that (i) has an office in The City of New York, New York, (ii) has capital, surplus and undivided profits of at least $500,000,000, (iii) is experienced in administering sophisticated financing DEPOSITARY AGREEMENT 31 transactions, (iv) is experienced in non-recourse lending on a project finance basis and (v) is reasonably acceptable to AEE (and such bank or trust company shall be irrevocably deemed acceptable to AEE if AEE shall not set forth its objections to such bank or trust company in a written notice delivered to the Depositary Agent not more than ten Business Days after the Depositary Agent shall have notified AEE that it intends to appoint such entity as successor Depositary Agent). Upon the acceptance of any appointment as Depositary Agent hereunder by the successor Owner Trustee under Section 9.1.2. In additionDepositary Agent, Owner Participant may at any time remove Owner Trustee(a) such successor Depositary Agent shall thereupon succeed to and become vested with all the rights, with or without cause by a notice in writing delivered to Owner Trusteepowers, Mortgagee privileges and Lessee, such removal to be effective upon the assumption duties of the trusts hereunder by retiring Depositary Agent, and the retiring Depositary Agent shall be discharged from its respective duties and obligations hereunder, and (b) the retiring Depositary Agent shall promptly transfer all Accounts within its possession or control to the possession or control of the successor Owner Trustee under Section 9.1.2Depositary Agent, PROVIDEDand the retiring Depositary Agent shall execute and deliver such notices, that, in instructions and assignments as may be necessary or desirable to transfer the case rights of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject the retiring Depositary Agent with respect to the consent of Lessee (which consent shall not be unreasonably withheld)Accounts to the successor Depositary Agent. In After the case of the retiring Depositary Agent's resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuinghereunder as Depositary Agent, the consent provisions of Lessee (this Article IV and of Article V shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while acting as Depositary Agent. Further, a corporation into which consent shall not the Depositary Agent is merged or converted or with which it is consolidated or which results from a merger, conversion or consolidation to which it is a party shall, to the extent permitted by Applicable Law, be unreasonably withheld). If a the successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and Depositary Agent under this Depositary Agreement without further act be superseded by any successor Owner Trustee appointed as above provided within one year from formality and shall thereupon succeed to and become vested with all the date rights, powers, privileges and duties of the appointment by Depositary Agent with which such courtcorporation was merged, converted or consolidated. The Depositary Agent concerned shall forthwith notify such event to AEE.

Resignation or Removal. Owner Trustee or any successor Owner Trustee (a) shall resign if required Subject to do so pursuant to Section 13.3 the appointment and acceptance of the Participation a successor Depositary Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) provided below, Depositary Agent may resign at any time without cause by giving at least 60 days' prior written notice to Owner Participant, Mortgagee notifying Borrower and Lessee, such resignation to each other Agent. Depositary Agent may be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may removed at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon Administrative Agent (acting at the assumption written direction of the trusts hereunder by Required Lenders) upon written notice to Depositary Agent, Collateral Agent, and Xxxxxxxx. Upon any such resignation or removal, Administrative Agent (acting at the direction of the Required Lenders) shall have the right to appoint a successor Owner Trustee under Section 9.1.2with, PROVIDED, that, in the case of a removal without cause, unless a Lease so long as no Event of Default shall have has occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld). In the case of the resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be is continuing, the consent of Lessee Xxxxxxxx (which consent shall not to be unreasonably withheldwithheld or delayed). If a no successor Owner Trustee shall not have been so appointed by the Required Lenders and approved by Xxxxxxxx (so long as no Event of Default has occurred and is continuing) and shall have accepted such appointment within 30 thirty (30) days after such the retiring Depositary Agent gives notice of its resignation or Administrative Agent gives notice of Depositary Agent’s removal, Owner Trusteethen the retiring or removed Depositary Agent may, any Owner Participanton behalf of the Secured Parties, Lessee or Mortgagee may (i) apply to any a court of competent jurisdiction for the appointment of a successor at the expense of Boxxxxxx xr (ii) with, so long as no Event of Default has occurred and is continuing, the consent of Borrower (not to be unreasonably withheld or delayed), appoint a successor Owner Trustee Depositary Agent, which shall be a bank with an office in New York, New York (or a bank having an Affiliate with such an office) having a combined capital and surplus that is not less than $500,000,000 or an Affiliate of any such bank. After Depositary Agent’s resignation or removal hereunder, the provisions of this Article IV shall continue in effect for its benefit in respect of any actions taken or omitted to act until be taken by it while it was acting as Depositary Agent. Upon the acceptance of any appointment as Depositary Agent hereunder by the successor Depositary Agent, (i) such timesuccessor Depositary Agent shall thereupon succeed to and become vested with all the rights, if anypowers, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately privileges and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date duties of the appointment by retiring or removed Depositary Agent, and the retiring or removed Depositary Agent shall be discharged from its duties and obligations hereunder, and (ii) the retiring or removed Depositary Agent shall, at the written direction of the Borrower and upon payment of its charges and all other amounts payable to it hereunder, promptly transfer all Account Collateral and any other Property deposited in the Depositary Accounts and within its possession or control to the possession or control of the successor Depositary Agent and shall execute and deliver such courtnotices, instructions and assignments as may be necessary or desirable to effect such transfer. After the retiring or removed Dexxxxxxxx Xgent’s resignation or removal hereunder as Depositary Agent, the retiring or removed Depositary Agent shall act in good faith in the implementation of the succession.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status Collateral Agent as a Citizen of provided below, the United States and (b) Collateral Agent may resign at any time without cause by giving at least 60 days' prior written notice thereof to Owner Participantthe parties hereto, Mortgagee and Lessee, such resignation to the Collateral Agent may be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may removed at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, the Majority Lenders. Upon any such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld). In the case of the resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trusteethe Majority Lenders shall have the right to appoint, with the consent of the Borrower (unless a Default or an Event of Default has occurred and is continuing), such consent not to be unreasonably withheld or delayed, a successor Collateral Agent. Upon the acceptance of any Owner Participantappointment as Collateral Agent hereunder by a successor Collateral Agent, Lessee or Mortgagee such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations TO CREDIT AGREEMENT hereunder. If no successor Collateral Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days following the delivery by the Collateral Agent of a notice of resignation, then the retiring Collateral Agent, in its discretion, may apply to any tender into the custody of a court of competent jurisdiction all assets then held by it hereunder, and thereupon shall be discharged from its duties hereunder. After the retiring Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Article VI shall continue in effect for its benefit in respect of any actions taken, suffered or omitted while it was acting as Collateral Agent. A retiring Collateral Agent shall also be deemed to appoint a successor Owner Trustee to act until such timeretire as the Securities Intermediary, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from Collateral Agent shall be deemed to be the date of the appointment by such courtsuccessor Securities Intermediary.

Resignation or Removal. Owner Trustee or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) The Agent may resign at any time without cause by giving at least 60 thirty (30) calendar days' ’ prior written notice thereof to Owner Participant, Mortgagee the Lenders and Lessee, the Borrower. The Agent may be removed as Agent upon thirty (30) days prior written notice by the Required Lenders. The Required Lenders shall mean Lenders whose aggregate principal amount of the outstanding Loans are greater than sixty six and two-thirds percent (66.2/3%) of the Total Commitment (the “Required Lenders”) provided that in the event that one Lender has an aggregate principal amount of the outstanding Loans equal to or greater than such percentage (the “Sole Majority Lender”) then this definition of Required Lender shall include the Sole Majority Lender and a minimum of one other Required Lenders Upon any such resignation or removal, the Majority Lenders, subject to the terms of §17.1, shall have the right to appoint as a successor Agent any Lender or any bank whose senior debt obligations are rated not less than “A” or its equivalent by Standard & Poor’s Corporation, subject to the prior written approval of Borrower (provided no Event of Default has occurred and is continuing), not to be unreasonably withheld or delayed. Any such resignation or removal shall be effective upon the assumption appointment and acceptance of the trusts hereunder a successor Agent selected by the successor Owner Trustee under Section 9.1.2. In additionMajority Lenders and, Owner Participant may at any time remove Owner Trustee, with provided no Default or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have has occurred and be is continuing, such removal shall be subject to approved by the consent of Lessee (which consent shall not be unreasonably withheld). In the case of the resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld)Borrower. If a no successor Owner Trustee Agent shall not have been appointed and shall have accepted such appointment within 30 thirty (30) days after such the retiring Agent’s giving notice of resignation or the Majority Lender’s giving notice of removal, Owner Trusteethen the retiring or removed Agent may, any Owner Participanton behalf of the Lenders, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such timeAgent, which shall be a Lender, if any, any Lender is willing to so serve. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately thereupon succeed to and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from become vested with all the date rights, powers, privileges and duties of the appointment retiring or removed Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder as Agent. After any retiring Agent’s resignation, the provisions of the Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by such courtit while it was acting as the Agent.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Depositary Bank as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Depositary Bank may resign at any time without by giving thirty (30) days’ written notice thereof to the Collateral Agent and the Borrower. The Depositary Bank may be removed at any time with cause by giving at least 60 the Collateral Agent. The Borrower shall have the right to remove the Depositary Bank upon thirty (30) days' prior written ’ notice to Owner Participantthe First Lien Secured Parties with or without cause, Mortgagee and Lessee, such resignation to be effective upon the assumption appointment of a successor Depositary Bank under this Section 4.4, which is reasonably acceptable to the Collateral Agent. In the event that the Depositary Bank shall decline to take any action without first receiving adequate indemnity from the Borrower, the First Lien Secured Parties or the Collateral Agent, as the case may be, and, having received an indemnity reasonably satisfactory to it, shall continue to decline to take such action, the Collateral Agent shall be deemed to have sufficient cause to remove the Depositary Bank. Upon any such resignation or removal, the Collateral Agent shall have the right to appoint a successor Depositary Bank, which Depositary Bank shall be reasonably acceptable to the Borrower. Resignation or removal of the trusts Depositary Bank shall become effective upon a successor depositary bank having accepted its appointment. If no successor Depositary Bank shall have been appointed by the Collateral Agent and shall have accepted such appointment within thirty (30) days after the retiring Depositary Bank’s giving of notice of resignation or the removal of the retiring Depositary Bank, then (i) the retiring Depositary Bank may petition a court of competent jurisdiction for the appointment of a successor Depositary Bank or (ii) the retiring Depositary Bank may appoint a successor Depositary Bank, which shall be a bank or trust company reasonably acceptable to the Collateral Agent and the Borrower. Upon the acceptance of any appointment as Depositary Bank hereunder by the successor Owner Trustee under Section 9.1.2. In additionDepositary Bank, Owner Participant may at any time remove Owner Trustee(a) such successor Depositary Bank shall thereupon succeed to and become vested with all the rights, with or without cause by a notice in writing delivered to Owner Trusteepowers, Mortgagee privileges and Lessee, such removal to be effective upon the assumption duties of the trusts retiring Depositary Bank, and the retiring Depositary Bank shall be discharged from any further duties and obligations hereunder by and (b) the retiring Depositary Bank shall, subject to payment of all fees and expenses of Depositary Bank outstanding, promptly transfer all Accounts within its possession or control to the possession or control of the successor Owner Trustee under Section 9.1.2Depositary Bank and shall execute and deliver such notices, PROVIDED, that, in instructions and assignments as may be necessary or desirable to transfer the case rights of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject the Depositary Bank with respect to the consent of Lessee (which consent shall not be unreasonably withheld)Accounts to the successor Depositary Bank. In After the case of the retiring Depositary Bank’s resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuinghereunder as Depositary Bank, the consent provisions of Lessee (which consent this Article IV and of Article V shall not continue in effect for its benefit in respect of any actions taken or omitted to be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, taken by it while it was acting as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such courtDepositary Bank.

Resignation or Removal. Owner Either of the Indenture Trustee or the Account Bank or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) thereto may resign at any time with or without cause by giving at least 60 thirty (30) days' ’ prior written notice to the Lessor, the Owner Participant, Mortgagee the Lessee and Lesseeeach Noteholder, such resignation to be effective upon on the assumption acceptance of the trusts hereunder appointment by the successor Owner Indenture Trustee under Section 9.1.2or Account Bank pursuant to the provisions of subsection (b) below. In addition, Owner Participant a Majority in Interest of Noteholders may at any time remove Owner Trustee, the Indenture Trustee or the Account Bank with or without cause by a notice an instrument in writing delivered to Owner Trustee, Mortgagee and the Lessee, such the Lessor, the Owner Participant, the Indenture Trustee and the Account Bank. Such removal to will be effective upon on the assumption acceptance of the trusts hereunder appointment by the successor Owner Indenture Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject or Account Bank pursuant to the consent provisions of Lessee subsection (which consent shall not be unreasonably withheld)b) below. In the case of the resignation or removal of Owner Trusteethe Indenture Trustee or Account Bank, Owner Participant a Majority in Interest of Noteholders may appoint a successor Indenture Trustee or Account Bank reasonably acceptable to the Owner Trustee Participant by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld)such holders. If a successor Owner Indenture Trustee or Account Bank shall not have been appointed within 30 thirty (30) days after such notice of resignation or removal, Owner the Indenture Trustee, Account Bank or any Owner Participant, Lessee or Mortgagee Noteholder may apply to any court of competent jurisdiction to appoint a successor Owner Indenture Trustee or Account Bank to act until such time, if any, as a successor shall have been appointed by a Majority in Interest of Noteholders as above provided. Any The successor Owner Indenture Trustee or Account Bank so appointed by such court shall immediately and without further act be superseded by any successor Owner Indenture Trustee or Account Bank appointed by a Majority in Interest of Noteholders as above provided within one year from the date of the appointment by such courtprovided.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Securities Intermediary as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Securities Intermediary may resign at any time without cause by giving at least 60 daysthirty (30) Business Days' prior written notice thereof to Owner Participant, Mortgagee the Trustee and Lessee, such resignation to the Servicer. The Securities Intermediary may be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may removed at any time remove Owner with cause by the Trustee, with acting at the direction of Controlling Parties representing more than 50% of the aggregate principal amount of outstanding Senior Trust Certificates. Upon any such resignation or without cause by a notice in writing delivered to Owner removal, the Trustee, Mortgagee and Lessee, such removal to be effective upon acting at the assumption direction of Controlling Parties representing more than 50% of the trusts hereunder aggregate principal amount of outstanding Senior Trust Certificates, shall have the right to appoint a successor Securities Intermediary. If no successor Securities Intermediary shall have been appointed by the successor Owner Trustee under Section 9.1.2or shall have accepted such appointment within thirty (30) Business Days after the retiring Securities Intermediary's giving of notice of resignation or the removal of the retiring Securities Intermediary, PROVIDED, that, in then (a) the case retiring Securities Intermediary may petition a court of competent jurisdiction for the appointment of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject to successor Securities Intermediary or (b) the consent of Lessee (which consent shall not be unreasonably withheld). In the case of the resignation or removal of Owner Trustee, Owner Participant retiring Securities Intermediary may appoint a successor Owner Securities Intermediary, which shall be a bank or trust company (i) reasonable acceptable to the Trustee by an instrument signed by Owner Participant, with, unless and Petrobras and (ii) having a Lease Event combined capital and surplus of Default shall have occurred and be continuing, at least $200,000,000. Upon the consent acceptance of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, appointment as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded Securities Intermediary hereunder by any successor Owner Trustee appointed as above provided within one year from the date Securities Intermediary, such successor Securities Intermediary shall thereupon succeed to and become vested with all of the appointment rights, powers, privileges and duties of the retiring Securities Intermediary, and the retiring Securities Intermediary shall be discharged from any further duties and obligations hereunder and shall promptly transfer all Accounts within its possession or control to the possession or control of the successor Securities Intermediary and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights Depositary Agreement of the Securities Intermediary with respect to the Accounts to the successor Securities Intermediary. After the retiring Securities Intermediary's resignation or removal hereunder as Securities Intermediary, the provisions of this Article III shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by such courtit while it was acting as the Securities Intermediary. Notwithstanding anything to the contrary herein, any successor Securities Intermediary appointed hereunder must be a bank or trust company with a long-term debt rating of A3 by Xxxxx'x, A- by S&P and A- by Fitch.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Administrative Agent as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Administrative Agent may resign at any time without cause by giving at least 60 30 days' prior written notice thereof to Owner Participantthe Collateral Agent, Mortgagee the Partnership and Lesseethe Funding Corporation, and the Administrative Agent may be removed at any time with cause by the Collateral Agent. In the event that the Administrative Agent shall decline to take any action without first receiving adequate indemnity and, having received adequate indemnification, shall continue to decline to take such action, the Collateral Agent shall be deemed to have sufficient cause to remove the Administrative Agent. Prior to the occurrence of an Event of Default, the Partnership shall have the right to remove the Administrative Agent upon 30 day's notice to the Senior Secured Parties with or without cause, subject to the appointment and acceptance of a successor Administrative Agent as provided below. Upon any such resignation or removal, the Collateral Agent shall have the right to appoint a successor Administrative Agent which shall be effective upon a single bank or trust company that (i) has an office in New York, New York, (ii) has capital, surplus and undivided profits of at least $50,000,000, (iii) is experienced in administering sophisticated financing transactions, and (iv) so long as no Event of Default has occurred and is continuing, is reasonably acceptable to the assumption Partnership. If no successor Administrative Agent shall have been appointed by the Collateral Agent and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation or the removal of the trusts retiring Administrative Agent, then the retiring Administrative Agent may appoint a successor Administrative Agent, which shall be a single bank or trust company that (i) has an office in New York, New York, (ii) has capital, surplus and undivided profits of at least $50,000,000, (iii) is experienced in administering sophisticated financing transactions, and (iv) so long as no Event of Default has occurred and is continuing, is reasonably acceptable to the Partnership. Upon the acceptance of any appointment as Administrative Agent hereunder by the successor Owner Trustee under Section 9.1.2. In additionAdministrative Agent, Owner Participant may at any time remove Owner Trustee(a) such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, with or without cause by a notice in writing delivered to Owner Trusteepowers, Mortgagee privileges and Lessee, such removal to be effective upon the assumption duties of the trusts retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder by and (b) the retiring Administrative Agent shall promptly transfer all Accounts within its possession or control to the possession or control of the successor Owner Trustee under Section 9.1.2Administrative Agent and the retiring Administrative Agent shall execute and deliver such notices, PROVIDED, that, in instructions and assignments as may be necessary or desirable to transfer the case rights of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, the retiring Administrative Agent with respect to such removal shall be subject Accounts to the consent of Lessee (which consent shall not be unreasonably withheld)successor Administrative Agent. In After the case of the retiring Administrative Agent's resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuinghereunder as Administrative Agent, the consent provisions of Lessee (this Article IV and of Article V shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while acting as Administrative Agent. Further, a corporation into which consent shall not the Administrative Agent is merged or converted or with which it is consolidated or which results from a merger, conversion or consolidation to which it is a party shall, to the extent permitted by Applicable Law, be unreasonably withheld). If a the successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and Administrative Agent under this Agreement without further act be superseded by any successor Owner Trustee appointed as above provided within one year from formality and shall thereupon succeed to and become vested with all the date rights, powers, privileges and duties of the appointment by Administrative Agent with which such courtcorporation was merged, converted or consolidated. The Administrative Agent shall forthwith notify such event to the Partnership, the Funding Corporation and the Collateral Agent.

Resignation or Removal. Owner Subject to Section 2.5(d) hereof, any Trustee or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) trustee may resign at any time without cause by giving at least 60 sixty (60) days' prior written notice to the Owner Participantand, Mortgagee during the period while any Bonds are outstanding and Lesseeuntil all of the obligations of MP-LLC under the Indentures or the Bonds have been indefeasibly and fully satisfied, to MP-LLC, such resignation to be effective upon the assumption acceptance of the trusts hereunder appointment by the successor Owner Trustee trustee under Section 9.1.28.1(b). In addition, subject to Section 2.5(d) hereof, the Owner Participant may at any time remove Owner Trustee, with or the Business Trustee without cause by a notice in writing delivered to Owner Trusteethe Business Trustee and, Mortgagee during the period while any Bonds are outstanding and Lesseeuntil all of the obligations of MP-LLC under the Indentures or the Bonds have been indefeasibly and fully satisfied, to MP-LLC, such removal to be effective upon the assumption acceptance of the trusts hereunder appointment by the successor Owner Trustee trustee under Section 9.1.28.1(b), PROVIDED, that, but in the case of a removal without cause, unless a Lease Event of Default no event shall have occurred and be continuing, such removal shall be subject to cause a termination of the consent of Lessee (which consent shall not be unreasonably withheld)Trust. In the case of the resignation or removal of Owner the Business Trustee or the Delaware Trustee, the Owner Participant may appoint a successor Owner Trustee trustee by an instrument in writing signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld)Owner. If a successor Owner Trustee trustee shall not have been appointed within 30 thirty (30) days after such notice of resignation or removal, Owner removal of such Trustee, then such Trustee or, during the period while any Owner ParticipantBonds are outstanding and until all of the obligations of MP-LLC under the Indentures or the Bonds have been indefeasibly and fully satisfied, Lessee or Mortgagee MP-LLC may apply to any court of competent jurisdiction to appoint a successor Owner Trustee trustee to act until such time, if any, as a successor trustee shall have been appointed by the Owner as above provided. Any successor Owner Trustee trustee so appointed by such court shall immediately immediately, and without further act act, be superseded by any successor trustee appointed by the Owner Trustee appointed as above provided within one year from the date of the appointment by such courtprovided.

Resignation or Removal. Owner Trustee or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) may resign at any time without cause by giving at least 60 days' ’ prior written notice to Owner Participant, Mortgagee and Lessee, such resignation to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, [subject to Section 12.1(b), Owner Participant may at any time remove Owner Trustee, but only with]14[Owner Participant may at any time remove Owner Trustee with or without without]15 cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.29.1.2 [, PROVIDEDprovided, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld)withheld)]16. In the case of the resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such court.

Resignation or Removal. Owner Trustee or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) may resign at any time without cause by giving at least 60 days' prior written notice to Owner Participant, Mortgagee and Lessee, such resignation to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, [subject to Section 12.1(b), Owner Participant may at any time remove Owner Trustee, but only with](14) [Owner Participant may at any time remove Owner Trustee with or without without](15) cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.29.1.2 [, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheldwithheld)](16). In the case of the resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such court.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Depositary as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Depositary may resign at any time without cause by giving at least 60 thirty (30) days' prior ’ written notice thereof to Owner Participantthe Offshore Collateral Agent and the Borrower, Mortgagee and Lesseeprovided that in the event the Depositary is also the Offshore Collateral Agent, such resignation to it must also resign as the Offshore Collateral Agent at the same time. The Depositary may be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may removed at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Offshore Collateral Agent. So long as no Trigger Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld). In the case of the resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have then occurred and be continuing, the consent Borrower shall have the right to remove the Depositary for cause upon sixty (60) days’ notice to the Depositary and the Offshore Collateral Agent. In the event that the Depositary shall decline to take any action without first receiving adequate indemnity from the Borrower or the Secured Parties and, having received an indemnity, shall continue to decline to take such action, the Borrower and the Administrative Agent shall be deemed to have sufficient cause to remove the Depositary. Notwithstanding anything to the contrary, no resignation or removal of Lessee the Depositary shall be effective until: (which consent i) a successor Depositary is appointed in accordance with this Section 7.04, (ii) the resigning or removed Depositary has transferred to its successor all of its rights and obligations in its capacity as the Depositary under this Agreement and the other Financing Documents, and (iii) the successor Depositary has executed and delivered an agreement to be bound by the terms hereof and perform all duties required of the Depositary hereunder. Within thirty (30) days of receipt of a written notice of any resignation or removal of the Depositary, so long as no Trigger Event shall have then occurred and be continuing, the Borrower shall appoint a successor Depositary reasonably acceptable to the Administrative Agent; provided, that if the Administrative Agent does not confirm such acceptance or reject such appointee in writing within thirty (30) days following selection of such successor by the Borrower, then it shall be unreasonably withheld)deemed to have given acceptance thereof and such successor shall be deemed appointed as the Depositary hereunder. If a no successor Owner Trustee Depositary shall not have been appointed by the Borrower and shall have accepted such appointment within 30 thirty (30) days after such the retiring Depositary’s giving of notice of resignation or removalthe removal of the retiring Depositary or if a Trigger Event shall have then occurred and be continuing, Owner Trusteethen the retiring Depositary may, any Owner Participantat the sole cost and expense of the Borrower, Lessee or Mortgagee may apply to any a court of competent jurisdiction to appoint a successor Owner Trustee Depositary, which shall be an Acceptable Bank and reasonably acceptable to the Administrative Agent. Upon the acceptance of any appointment as Depositary hereunder by the successor Depositary, such successor Depositary shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Depositary, and the retiring Depositary shall be discharged from its duties and obligations hereunder. After the retiring Depositary’s resignation or removal hereunder as the Depositary, the provisions of this Article VII and of Article VIII 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 Depositary. Any corporation into which the Depositary may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Depositary shall be a party, or any corporation succeeding to the corporate trust business of the Depositary shall be the successor of the Depositary hereunder without the execution or filing of any paper with any party hereto or any further act until on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such timesuccession, if anyanything herein to the contrary notwithstanding. Any successor Depositary must be capable of acting, and shall act, as a Bank. The fees payable by the Borrower to a successor Depositary shall have been appointed be same as above provided. Any successor Owner Trustee so appointed by those payable to its predecessor unless otherwise agreed between the Borrower and such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such courtsuccessor.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Depositary Bank as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Depositary Bank may resign at any time without by giving thirty (30) days prior written notice thereof to the Collateral Agent and the Partnership, PROVIDED that in the event the Depositary Bank is also the Collateral Agent, it must also at the same time resign as Collateral Agent. The Depositary Bank may be removed at any time with cause by giving at least 60 days' the Collateral Agent. Except during the continuation of a default or event of default under any Financing Document, the Partnership shall have the right to remove the Depositary Bank upon thirty (30) days prior written notice to Owner Participantthe Senior Parties with or without cause, Mortgagee and Lessee, such resignation to be effective upon the assumption appointment of a successor Depositary Bank under this SECTION 7.4, which is reasonably acceptable to the Collateral Agent. In the event that the Depositary Bank shall decline to take any action without first receiving adequate indemnity from the Partnership or the Senior Parties, as the case may be and, having received an indemnity, shall continue to decline to take such action, the Collateral Agent shall be deemed to have sufficient cause to remove the Depositary Bank. In the event that the Depositary Bank is also the Trustee, the Collateral Agent shall have the right to remove the Depositary Bank with or without cause. Upon any such resignation or removal, the Collateral Agent shall have the right to appoint a successor Depositary Bank, which Depositary Bank (except during the continuation of a default or event of default under any Financing Document) shall be reasonably acceptable to the Partnership. If no successor Depositary Bank shall have been appointed by the Collateral Agent and shall have accepted such appointment within thirty (30) days after the retiring Depositary Bank's giving of notice of resignation or removal of the trusts retiring Depositary Bank, then (i) the retiring Depositary Bank may petition a court of competent jurisdiction for the appointment of a successor Depositary Bank or (ii) the retiring Depositary Bank may appoint a successor Depositary Bank, which shall be a bank or trust company reasonably acceptable to the Collateral Agent and the Partnership. Upon the acceptance of any appointment as Depositary Bank hereunder by the successor Owner Trustee under Section 9.1.2. In additionDepositary Bank, Owner Participant may at any time remove Owner Trustee(a) such successor Depositary Bank shall thereupon succeed to and become vested with all the rights, with or without cause by a notice in writing delivered to Owner Trusteepowers, Mortgagee privileges and Lessee, such removal to be effective upon the assumption duties of the trusts retiring Depositary Bank and shall be discharged from its duties and obligations hereunder by and (b) the retiring Depositary Bank shall promptly transfer all Funds within its possession or control to the possession or control of the successor Owner Trustee under Section 9.1.2Depositary Bank and shall execute and deliver such notices, PROVIDED, that, in instructions and assignments as may be necessary or desirable to transfer the case rights of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject the Depositary Bank with respect to the consent of Lessee (which consent shall not be unreasonably withheld)Accounts to the successor Depositary Bank. In After the case of the retiring Depositary Bank's resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuinghereunder as Depositary Bank, the consent provisions of Lessee (which consent this ARTICLE 7 shall not continue in effect for its benefit in respect of any actions taken or omitted to be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, taken by it while it was acting as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such courtDepositary Bank.

Resignation or Removal. Owner Trustee or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) may resign at any time without cause by giving at least 60 days' prior written notice to Owner Participant, Mortgagee and Lessee, such resignation to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, subject to Section 12.1(b), Owner Participant may at any time remove Owner Trustee, but only with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld). In the case of the resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such court.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Depositary Agent as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Depositary Agent may resign at any time without by giving thirty (30) days written notice thereof to the Collateral Agent and the Funding Corporation or the Guarantors, provided that in the event the Depositary Agent is also the Collateral Agent and Trustee, it must also at the same time resign as Collateral Agent and Trustee. The Depositary Agent may be removed at any time with cause by giving at least 60 the Collateral Agent. The Funding Corporation shall have the right to remove the Depositary Agent upon thirty (30) days' prior written notice to Owner Participantthe Secured Parties with or without cause, Mortgagee and Lessee, such resignation to be effective upon the assumption appointment of a successor Depositary Agent under this Section 4.4, which is reasonably acceptable to the Trustee. In the event that the Depositary Agent shall decline to take any action without first receiving adequate indemnity from the Funding Corporation or the Guarantors, the Secured Parties or the Collateral Agent, as the case may be, and, having received an indemnity, shall continue to decline to take such action, the Collateral Agent shall be deemed to have sufficient cause to remove the Depositary Agent. In the event that the Depositary Agent is also the Trustee, the Collateral Agent shall have the right to remove the Depositary Agent with or without cause. Upon any such resignation or removal, the Collateral Agent shall have the right to appoint a successor Depositary Agent, which Depositary Agent shall be reasonably acceptable to the Funding Corporation. If no successor Depositary Agent shall have been appointed by the Collateral Agent and shall have accepted such appointment within thirty (30) days after the retiring Depositary Agent's giving of notice of resignation or the removal of the trusts retiring Depositary Agent, then the retiring Depositary Agent may appoint a successor Depositary Agent, which shall be a bank or trust company reasonably acceptable to the Collateral Agent and the Funding Corporation. Upon the acceptance of any appointment as Depositary Agent hereunder by the successor Owner Trustee under Section 9.1.2. In additionDepositary Agent, Owner Participant may at any time remove Owner Trustee(a) such successor Depositary Agent shall thereupon succeed to and become vested with all the rights, with or without cause by a notice in writing delivered to Owner Trusteepowers, Mortgagee privileges and Lessee, such removal to be effective upon the assumption duties of the trusts hereunder by retiring Depositary Agent, and the retiring Depositary Agent shall be discharged from its duties and obligations hereunder, and (b) the retiring Depositary Agent shall promptly transfer all Funds within its possession or control to the possession or control of the successor Owner Trustee under Section 9.1.2Depositary Agent and shall execute and deliver such notices, PROVIDED, that, in instructions and assignments as may be necessary or desirable to transfer the case rights of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject the retiring Depositary Agent with respect to the consent of Lessee (which consent shall not be unreasonably withheld)Funds to the successor Depositary Agent. In After the case of the retiring Depositary Agent's resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuinghereunder as Depositary Agent, the consent provisions of Lessee (which consent this Article IV and of Article V shall not continue in effect for its benefit in respect of any actions taken or omitted to be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, taken by it while it was acting as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such courtDepositary Agent.

Resignation or Removal. Owner The Lease Indenture Trustee or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) thereto may resign at any time with or without cause by giving at least 60 thirty (30) days' prior written notice to the Owner Lessor, the Owner Participant, Mortgagee the Facility Lessee and Lesseeeach Noteholder, such resignation to be effective upon on the assumption acceptance of the trusts hereunder appointment by the successor Owner Lease Indenture Trustee under Section 9.1.2pursuant to the provisions of subsection (b) below. In addition, Owner Participant a Majority in Interest of Noteholders may at any time remove Owner Trustee, the Lease Indenture Trustee with or without cause by a notice an instrument in writing delivered to the Owner Lessor, the Owner Participant and the Lease Indenture Trustee, Mortgagee and the Owner Lessor shall give prompt written notification thereof to each Noteholder and the Facility Lessee, such . Such removal to will be effective upon on the assumption acceptance of the trusts hereunder appointment by the successor Owner Lease Indenture Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject pursuant to the consent provisions of Lessee subsection (which consent shall not be unreasonably withheld)b) below. In the case of the resignation or removal of Owner the Lease Indenture Trustee, Owner Participant a Majority in Interest of Noteholders may appoint a successor Owner Lease Indenture Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld)such holders. If a successor Owner Lease Indenture Trustee shall not have been appointed within 30 thirty (30) days after such notice of resignation or removal, Owner Trustee, the Lease Indenture Trustee or any Owner Participant, Lessee or Mortgagee Noteholder may apply to any court of competent jurisdiction to appoint a successor Owner Lease Indenture Trustee to act until such time, if any, as a successor shall have been appointed by a Majority in Interest of Noteholders as above provided. Any The successor Owner Lease Indenture Trustee so 39 44 appointed by such court shall immediately and without further act be superseded by any successor Owner Lease Indenture Trustee appointed by a Majority in Interest of Noteholders as above provided within one year from the date of the appointment by such courtprovided.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Collateral Agent as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Collateral Agent may resign at any time without cause by giving at least 60 thirty (30) days' prior ’ written notice thereof to Owner Participant, Mortgagee and Lessee, such resignation to each party hereof. The Collateral Agent may be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may removed at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject Administrative Agent. Notwithstanding anything to the consent of Lessee (which consent shall not be unreasonably withheld). In the case of the contrary, no resignation or removal of Owner Trusteethe Collateral Agent shall be effective until: (i) a successor Collateral Agent is appointed in accordance with this Section 7.9, Owner Participant may (ii) the resigning or removed Collateral Agent has transferred to its successor all of its rights and obligations in its capacity as the Collateral Agent under this Agreement, and (iii) the successor Collateral Agent has executed and delivered an agreement to be bound by the terms hereof and perform all duties required of the Collateral Agent hereunder and a copy of such agreement has been delivered to the Administrative Agent, Collateral Agent and Borrower. Within thirty (30) days of receipt of a written notice of any resignation or removal of the Collateral Agent, the Administrative Agent and, if no Default or Event of Default is then continuing, Borrower shall appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld)Collateral Agent. If a no successor Owner Trustee Collateral Agent (x) shall not have been appointed by the Administrative Agent and, if applicable, Borrower and (y) shall have accepted such appointment within 30 thirty (30) days after such the retiring Collateral Agent’s giving of notice of resignation or removalthe removal of the retiring Collateral Agent, Owner Trustee, any Owner Participant, Lessee or Mortgagee then the retiring Collateral Agent may apply to any a court of competent jurisdiction to appoint a successor Owner Trustee Collateral Agent, which shall be a federally insured U.S.- domiciled bank or trust company that has a combined capital surplus of at least $500,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by the successor Collateral Agent, (a) such successor Collateral Agent shall thereupon succeed to act until and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and (b) the retiring Collateral Agent shall promptly transfer all monies and other property within its possession or control to the possession or control of the successor Collateral Agent and shall execute and deliver such timenotices, if anyinstructions and assignments as may be necessary or desirable to transfer the rights of the Collateral Agent with respect to the monies to the successor Collateral Agent. After the retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of this Article VII 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 a successor shall have been appointed as above providedCollateral Agent. Any corporation into which the Collateral Agent may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any corporation succeeding to the business of the Collateral Agent or its corporate trust operations shall be the successor Owner Trustee so appointed by such court shall immediately and of the Collateral Agent hereunder without the execution or filing of any paper with any party hereto or any further act be superseded by on the part of any successor Owner Trustee appointed as above provided within one year from the date of the appointment parties hereto except where an instrument of transfer or assignment is required by law to effect such courtsuccession, anything herein to the contrary notwithstanding.

Resignation or Removal. Owner The Lease Indenture Trustee or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) ---------------------- thereto may resign at any time with or without cause by giving at least 60 thirty (30) days' prior written notice to the Owner Lessor, the Owner Participant, Mortgagee the Facility Lessee and Lesseeeach Noteholder, such resignation to be effective upon on the assumption acceptance of the trusts hereunder appointment by the successor Owner Lease Indenture Trustee under pursuant to the provisions of Section 9.1.27.1(b) below. In addition, Owner Participant a Majority in Interest of Noteholders may at any time remove Owner Trustee, the Lease Indenture Trustee with or without cause by a notice an instrument in writing delivered to the Owner Lessor, the Owner Participant and the Lease Indenture Trustee, Mortgagee and the Owner Lessor shall give prompt written notification thereof to each Noteholder and the Facility Lessee, such . Such removal to will be effective upon on the assumption acceptance of the trusts hereunder appointment by the successor Owner Lease Indenture Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject pursuant to the consent provisions of Lessee (which consent shall not be unreasonably withheld)Section 7.1(b) below. In the case of the resignation or removal of Owner the Lease Indenture Trustee, Owner Participant a Majority in Interest of Noteholders may appoint a successor Owner Lease Indenture Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld)such Noteholders. If a successor Owner Lease Indenture Trustee shall not have been appointed within 30 thirty (30) days after such notice of resignation or removal, Owner Trustee, the Lease Indenture Trustee or any Owner Participant, Lessee or Mortgagee Noteholder may apply to any court of competent jurisdiction to appoint a successor Owner Lease Indenture Trustee to act until such time, if any, as a successor shall have been appointed by a Majority in Interest of Noteholders as above provided. Any The successor Owner Lease Indenture Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Lease Indenture Trustee appointed by a Majority in Interest of Noteholders as above provided within one year from the date of the appointment by such courtprovided.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Depositary as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Depositary may resign at any time without cause by giving at least 60 thirty (30) days' prior ’ written notice thereof to Owner Participant, Mortgagee and Lessee, such resignation to each party hereof. The Depositary may be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may removed at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trusteethe Administrative Agent with, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease so long as no Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld). In the case of the resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be is then continuing, the consent of Lessee the Borrower. Notwithstanding anything to the contrary, no resignation or removal of the Depositary shall be effective until: (which consent i) a successor Depositary is appointed in accordance with this Section 5.3, (ii) the resigning or removed Depositary has transferred to its successor all of its rights and obligations in its capacity as the Depositary under this Agreement, and (iii) the successor Depositary has executed and delivered an agreement to be bound by the terms hereof and perform all duties required of the Depositary hereunder and a copy of such agreement has been delivered to the Administrative Agent, the Collateral Agent and Borrower. Within thirty (30) days of receipt of a written notice of any resignation or removal of the Depositary, the Administrative Agent and, if no Default or Event of Default is then continuing, Borrower shall not be unreasonably withheld)appoint a successor Depositary. If a no successor Owner Trustee Depositary (x) shall not have been appointed by the Administrative Agent and, if applicable, Borrower and (y) shall have accepted such appointment within 30 thirty (30) days after such the retiring Depositary’s giving of notice of resignation or removalthe removal of the retiring Depositary, Owner Trustee, any Owner Participant, Lessee or Mortgagee then the retiring Depositary may apply to any a court of competent jurisdiction to appoint a successor Owner Trustee Depositary, which shall be a federally insured U.S.-domiciled bank or trust company that has a combined capital surplus of at least $500,000,000. Upon the acceptance of any appointment as Depositary hereunder by the successor Depositary, (a) such successor Depositary shall thereupon succeed to act until and become vested with all the rights, powers, privileges and duties of the retiring Depositary, and the retiring Depositary shall be discharged from its duties and obligations hereunder and (b) the retiring Depositary shall promptly transfer all monies within its possession or control to the possession or control of the successor Depositary and shall execute and deliver such timenotices, if any, instructions and assignments as a may be necessary or desirable to transfer the rights of the Depositary with respect to the monies to the successor shall Depositary. After the retiring Depositary’s *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been appointed omitted and filed separately with the Commission resignation or removal hereunder as above providedDepositary, the provisions of this Article V and of Article VI 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 Depositary. Any corporation into which the Depositary may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Depositary shall be a party, or any corporation succeeding to the business of the Depositary or its corporate trust operations shall be the successor Owner Trustee so appointed by such court shall immediately and of the Depositary hereunder without the execution or filing of any paper with any party hereto or any further act be superseded by on the part of any successor Owner Trustee appointed as above provided within one year from the date of the appointment parties hereto except where an instrument of transfer or assignment is required by law to effect such courtsuccession, anything herein to the contrary notwithstanding.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Collateral Agent as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Collateral Agent may resign at any time without cause by giving at least 60 thirty (30) days' prior ’ written notice thereof to Owner Participant, Mortgagee and Lessee, such resignation to each party hereof. The Collateral Agent may be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may removed at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject Administrative Agent. Notwithstanding anything to the consent of Lessee (which consent shall not be unreasonably withheld). In the case of the contrary, no resignation or removal of Owner Trusteethe Collateral Agent shall be effective until: (i) a successor Collateral Agent is appointed in accordance with this Section 7.9, Owner Participant may (ii) the resigning or removed Collateral Agent has transferred to its successor all of its rights and obligations in its capacity as the Collateral Agent under this Agreement, and (iii) the successor Collateral Agent has executed and delivered an agreement to be bound by the terms hereof and perform all duties required of the Collateral Agent hereunder and a copy of such agreement has been delivered to the Administrative Agent, Collateral Agent and Borrower. Within thirty (30) days of receipt of a written notice of any resignation or removal of the Collateral Agent, the Administrative Agent and, if no Default or Event of Default is then continuing, Borrower shall appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld)Collateral Agent. If a no successor Owner Trustee Collateral Agent (x) shall not have been appointed by the Administrative Agent and, if applicable, Borrower and (y) shall have accepted such appointment within 30 thirty (30) days after such the retiring Collateral Agent’s giving of notice of resignation or removalthe removal of the retiring Collateral Agent, Owner Trustee, any Owner Participant, Lessee or Mortgagee then the retiring Collateral Agent may apply to any a court of competent jurisdiction to appoint a successor Owner Trustee Collateral Agent, which shall be a federally insured U.S.- domiciled bank or trust company that has a combined capital surplus of at least $500,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by the successor Collateral Agent, (a) such successor Collateral Agent shall thereupon succeed to act until and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and (b) the retiring Collateral Agent shall promptly transfer all monies and other property within its possession or control to the possession or control of the successor Collateral Agent and shall execute and deliver such timenotices, if anyinstructions and assignments as may [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. be necessary or desirable to transfer the rights of the Collateral Agent with respect to the monies to the successor Collateral Agent. After the retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of this Article VII 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 a successor shall have been appointed as above providedCollateral Agent. Any corporation into which the Collateral Agent may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any corporation succeeding to the business of the Collateral Agent or its corporate trust operations shall be the successor Owner Trustee so appointed by such court shall immediately and of the Collateral Agent hereunder without the execution or filing of any paper with any party hereto or any further act be superseded by on the part of any successor Owner Trustee appointed as above provided within one year from the date of the appointment parties hereto except where an instrument of transfer or assignment is required by law to effect such courtsuccession, anything herein to the contrary notwithstanding.

Resignation or Removal. Owner Trustee or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) The Escrow Agent may resign at any time without cause by as Escrow Agent following the giving at least 60 days' of 30 calendar days prior written notice to Owner Participantthe other parties to this Agreement. Similarly, Mortgagee the Escrow Agent may be removed and Lesseereplaced following the giving of 30 calendar days prior written notice to the Escrow Agent by Sellers and the Chardan Indemnified Parties. In either event, such resignation to be effective upon the assumption duties of the trusts hereunder by Escrow Agent shall terminate 30 calendar days after the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant date of such written notice (or as of such earlier date as may at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee be mutually agreeable) and Lessee, such removal to be effective upon the assumption Escrow Agent shall then deliver the balance of the trusts hereunder by the Escrow Fund then in its possession to a successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal Escrow Agent as shall be appointed by Sellers subject to the consent of Lessee Chardan (which consent shall will not unreasonably be unreasonably withheld). In the case of the resignation , or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuingfailing such appointment, the consent of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee Escrow Agent may apply to petition any court of competent jurisdiction to appoint for the appointment of a successor Owner Trustee Escrow Agent or other appropriate relief, and such resulting appointment shall be binding upon all of the parties to act until such time, if any, as a successor shall have been appointed as above providedthis Agreement. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded Upon acknowledgment by any successor Owner Trustee appointed as above provided within one year from the date Escrow Agent of the appointment by such courtreceipt of the remaining balance of the Escrow Fund, the then acting Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, except for any liability with respect to any previous acts, steps or omissions resulting from its own gross negligence, bad faith or willful misconduct as set forth in Section 5. Any bank or corporation into which the Escrow Agent may be merged or with which it may be consolidated, or any bank or corporation to whom the Escrow Agent may transfer a substantial amount of its escrow business, shall be the successor to the Escrow Agent without the execution or filing of any paper or any further act on the part of any of the parties, anything herein to the contrary notwithstanding.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Depositary Bank as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Depositary Bank may resign at any time by giving thirty (30) days prior written notice thereof to the Collateral Agent, the Funding Company and each Trinidad Finance Party, PROVIDED that in the event the Depositary Bank is also the Collateral Agent, it must also at the same time resign as Collateral Agent. The Depositary Bank may be removed at any time without cause by giving at least 60 days' the Collateral Agent. Except during the continuation of a default or event of default under any Finance Document, Funding Company shall have the right to remove the Depositary Bank upon thirty (30) days prior written notice to Owner Participantthe Secured Parties with or without cause, Mortgagee and Lessee, such resignation to be effective upon the assumption appointment of a successor Depositary Bank under this SECTION 4.4, which is reasonably acceptable to the Bond Trustee. In the event that the Depositary Bank shall decline to take any action without first receiving adequate indemnity from the Trinidad Finance Parties, the other Secured Parties or the Collateral Agent, as the case may be and, having received an indemnity, shall continue to decline to take such action, the Collateral Agent shall be deemed to have sufficient cause to remove the Depositary Bank. In the event that the Depositary Bank is also the Bond Trustee, the Collateral Agent shall have the right to remove the Depositary Bank with or without cause. Upon any such resignation or removal, the Collateral Agent shall have the right to appoint a successor Depositary Bank, which Depositary Bank (except during the continuation of a default or event of default under any Finance Document) shall be reasonably acceptable to Funding Company. If no successor Depositary Bank shall have been appointed by the Collateral Agent and shall have accepted such appointment within thirty (30) days after the retiring Depositary Bank's giving of notice of resignation or removal of the trusts retiring Depositary Bank, then (i) the retiring Depositary Bank may petition a court of competent jurisdiction for the appointment of a successor Depositary Bank or (ii) the retiring Depositary Bank may appoint a successor Depositary Bank, which shall be a bank or trust company reasonably acceptable to the Collateral Agent. Upon the acceptance of any appointment as Depositary Bank hereunder by the successor Owner Trustee under Section 9.1.2. In additionDepositary Bank, Owner Participant may at any time remove Owner Trustee(a) such successor Depositary Bank shall thereupon succeed to and become vested with all the rights, with or without cause by a notice in writing delivered to Owner Trusteepowers, Mortgagee privileges and Lessee, such removal to be effective upon the assumption duties of the trusts retiring Depositary Bank and the retiring Depositary Bank shall be discharged from its duties and obligations hereunder by and (b) the retiring Depositary Bank shall promptly transfer all Trinidad Depositary Accounts within its possession or control to the possession or control of the successor Owner Trustee under Section 9.1.2Depositary Bank and shall execute and deliver such notices, PROVIDED, that, in instructions and assignments as may be necessary or desirable to transfer the case rights of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject the Depositary Bank with respect to the consent of Lessee (which consent shall not be unreasonably withheld)Accounts to the successor Depositary Bank. In After the case of the retiring Depositary Bank's resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuinghereunder as Depositary Bank, the consent provisions of Lessee (which consent this ARTICLE 4 shall not continue in effect for its benefit in respect of any actions taken or omitted to be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, taken by it while it was acting as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such courtDepositary Bank.

Resignation or Removal. The Owner Trustee or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) may resign at any time without cause by giving at least 60 days' prior written notice to the Owner Participant, Mortgagee the Loan Trustee and the Lessee, such resignation to be effective upon the assumption acceptance of the trusts hereunder appointment by the successor Owner Trustee under Section 9.1.29.1(b) hereof. In addition, the Owner Participant may at any time remove the Owner Trustee, with or Trustee without cause by a notice in writing delivered to the Owner Trustee, Mortgagee the Loan Trustee and the Lessee, such removal to be effective upon the assumption acceptance of the trusts hereunder appointment by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld)9.1(b) hereof. In the case of the resignation or removal of the Owner Trustee, the Owner Participant may appoint a successor Owner Trustee by an instrument signed by the Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, the Owner Trustee, any the Owner Participant, the Loan Trustee or the Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the AMENDED & RESTATED TRUST AGREEMENT (AA EETC 2001-1) appointment by such court. Any entity becoming a successor Owner Trustee hereunder shall be deemed the "Owner Trustee" for all purposes hereof, and each reference herein to the Owner Trustee shall thereafter be deemed a reference to such entity.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Depositary as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Depositary may resign at any time without by giving 30 days written notice thereof to the Trustee and the Funding Corporation and the Guarantors, provided that in the event the Depositary is also the Collateral Agent and Trustee, it must also at the same time resign as Collateral Agent and Trustee. The Depositary may be removed at any time with cause by giving at least 60 the Trustee. The Funding Corporation shall have the right to remove the Depositary upon thirty (30) days' prior written notice to Owner Participantthe Trustee with or without cause, Mortgagee and Lessee, such resignation to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case appointment of a removal without causesuccessor Depositary under this Section 4.4, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject which is reasonably acceptable to the consent of Lessee (which consent shall not be unreasonably withheld)Trustee. In the case of event that the resignation Depositary shall decline to take any action without first receiving adequate indemnity from the Funding Corporation or removal of Owner Trusteethe Guarantors, Owner Participant may appoint a successor Owner or the Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, and/or the consent of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such timePermitted Additional Senior Lenders, if any, as the case may be and, having received an indemnity, shall continue to decline to take such action, the Trustee shall be deemed to have sufficient cause to remove the Depositary. In the event that the Depositary is also the Trustee, the Trustee shall have the right to remove the Depositary with or without cause. Upon any such resignation or removal, the Funding Corporation shall have the right to appoint a successor Depositary, which Depositary shall be reasonably acceptable to the Funding Corporation. If no successor Depositary shall have been appointed by the Funding Corporation and shall have accepted such appointment within 30 days after the retiring Depositary's giving of notice of resignation or the removal of the retiring Depositary, then the retiring Depositary may appoint a successor Depositary, which shall be a bank or trust company reasonably acceptable to the Funding Corporation. Upon the acceptance of any appointment as above providedDepositary hereunder by the successor Depositary, (a) such successor Depositary shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Depositary, and the retiring Depositary shall be discharged from its duties and obligations hereunder and (b) the retiring Depositary shall promptly transfer all monies and Permitted Investments within its possession or control to the possession or control of the successor Depositary and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Depositary with respect to the monies and Permitted Investments to the successor Depositary. After the retiring Depositary's resignation or removal hereunder as Depositary, the provisions of this Article IV and of Article V 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 Depositary. Any corporation into which the Depositary may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Depositary shall be a party, or any corporation succeeding to the business of the Depositary shall be the successor Owner Trustee so appointed by such court shall immediately and of the Depositary hereunder without the execution or filing of any paper with any party hereto or any further act be superseded by on the part of any successor Owner Trustee appointed as above provided within one year from the date of the appointment parties hereto except where an instrument of transfer or assignment is required by law to effect such courtsuccession, anything herein to the contrary notwithstanding.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status Depositary Agent as a Citizen of the United States and (b) provided below, Depositary Agent may resign at any time without cause by giving at least 60 days' prior written notice thereof to Owner Participantthe parties hereto, Mortgagee and Lessee, such resignation to Depositary Agent may be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may removed at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee (and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless subject to 30 days prior written notice) by the Majority Lenders, and, except upon the occurrence and continuation of a Lease Trigger Event of Default and from and after the Trigger Event Date, Borrower. Upon any such resignation or removal, the Majority Lenders shall have occurred and be continuingthe right to appoint, such removal shall be subject to with the consent of Lessee Borrower (which unless a Trigger Event has occurred and is continuing and from and after the Trigger Event Date), such consent shall not to be unreasonably withheld)withheld or delayed, a successor Depositary Agent. In Upon the case acceptance of any appointment as Depositary Agent hereunder by a successor Depositary Agent, such successor Depositary Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Depositary Agent, and the retiring Depositary Agent shall be discharged from its duties and obligations hereunder. If no successor Depositary Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days following the delivery by Depositary Agent of a notice of resignation or removal of Owner Trusteethe Depositary Agent, Owner Participant then the retiring Depositary Agent, in its discretion, may appoint petition a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee Depositary Agent with all costs and expenses associated with such petition to be paid by the Borrower. After the retiring Depositary Agent’s resignation or removal hereunder as Depositary Agent, the provisions of this ARTICLE VI (The Depositary Agent) shall continue in effect for its benefit in respect of any actions taken, suffered or omitted while it was acting as Depositary Agent. Any corporation into which the Depositary Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Depositary Agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust or agency business of the Depositary Agent, shall be the successor of the Depositary Agent hereunder; provided that such corporation shall be otherwise eligible under this Article to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and Depositary Agent, without the execution or filing of any paper or any further act be superseded by on the part of any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such courtparties hereto.

Resignation or Removal. Owner Trustee or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Escrow Agent may resign and be discharged from its duties hereunder at any time without cause by giving at least 60 days' prior written notice sixty (60) calendar days prior to Owner Participant, Mortgagee and Lessee, such resignation to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2Buyer and GSH as provided in this Section. In addition, Owner Participant Buyer and GSH may remove Escrow Agent at any time remove Owner Trustee, (with or without cause cause) by a giving written notice in writing delivered signed by the proper party’s Authorized Representative at least thirty (30) calendar days prior to Owner Trustee, Mortgagee and Lessee, such removal to Escrow Agent. Following such resignation or removal, a successor Escrow Agent will be effective upon the assumption appointed by Buyer and GSH, who will provide written notice of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not resigning or removed Escrow Agent. Such successor Escrow Agent will become Escrow Agent hereunder, and all Escrow Property will be unreasonably withheld). In the case of transferred to it upon the resignation or removal of Owner Trustee, Owner Participant may date specified in such notice. If Buyer and GSH are unable to appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee Escrow Agent within thirty (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 30) calendar days after such notice of resignation or removalnotice, Owner Trustee, any Owner Participant, Lessee or Mortgagee Escrow Agent may apply to petition any court of competent jurisdiction to appoint for the appointment of a successor Owner Trustee Escrow Agent or for other appropriate relief. The costs and expenses (including but not limited to act until its attorney fees and expenses) incurred by Escrow Agent in connection with such time, if any, as a successor shall have been appointed as above providedproceeding will be paid jointly and severally by Buyer and GSH. Any successor Owner Trustee so appointed by such court shall immediately On the resignation/removal date and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date after receipt of the appointment by such courtidentity of the successor Escrow Agent, Escrow Agent will either deliver and/or disburse the Escrow Property then held hereunder to the successor Escrow Agent, less Escrow Agent’s fees, costs and expenses or other obligations owed to Escrow Agent. Upon its resignation or removal and delivery and/or disbursement of the Escrow Property in its entirety as set forth in this Section, Escrow Agent will be discharged of and from any and all future obligations arising in connection with the Escrow Property or this Agreement.

Resignation or Removal. Owner Trustee or any Subject to the appointment of and acceptance of such appointment by a successor Owner Trustee (a) shall resign if required to do so pursuant to P1 Accounts Bank as provided in this Section 13.3 of 4.5, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) P1 Accounts Bank may resign at any time without cause by giving at least 60 thirty days' prior ’ written notice to Owner Participant, Mortgagee and Lessee, of such resignation to the P1 Collateral Agent and the Borrower, and the P1 Accounts Bank may be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may removed at any time remove Owner Trustee, with or without cause by a the P1 Collateral Agent (acting in accordance with the Collateral and Intercreditor Agreement) by giving written notice in writing delivered to Owner Trustee, Mortgagee and Lessee, of such removal to the P1 Accounts Bank and the Borrower. Upon any such notice of resignation or removal, a successor P1 Accounts Bank shall be effective upon the assumption of the trusts hereunder appointed by the successor Owner Trustee under Section 9.1.2P1 Collateral Agent (acting in accordance with the Collateral and Intercreditor Agreement) (and, PROVIDED, that, in the case of a removal without cause, unless a Lease so long as no Event of Default shall have has occurred and be is continuing, with consent of the Borrower not to be unreasonably withheld or delayed). Upon the acceptance of any appointment as P1 Accounts Bank under this Agreement by a successor P1 Accounts Bank, such removal successor P1 Accounts Bank shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the resigning or removed P1 Accounts Bank, and the resigning or removed P1 Accounts Bank shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld). In the case discharged from all of the resignation or removal rights, powers, privileges, duties and obligations of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld)P1 Accounts Bank under this Agreement. If a successor Owner Trustee shall not have been appointed within 30 thirty days after such notice of resignation or removalremoval no successor P1 Accounts Bank shall have been appointed and accepted such appointment, Owner Trustee, any Owner Participant, Lessee then the resigning or Mortgagee removed P1 Accounts Bank may apply to any a court of competent jurisdiction to appoint a successor Owner Trustee P1 Accounts Bank which shall be a bank with an office in New York, New York (or a bank having an Affiliate with such an office) having a combined capital and surplus that is not less than $1,000,000,000 or an Affiliate of any such bank. Any such successor P1 Accounts Bank shall be capable of acting as a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC) and a “bank” (within the meaning of Section 9-102(a)(8) of the UCC). After the termination of this Agreement, or the current P1 Accounts Bank’s resignation or removal hereunder as P1 Accounts Bank, the provisions of this Article IV shall continue in effect for its benefit in respect of any actions taken, suffered or omitted while it was acting as P1 Accounts Bank. Any entity into which the P1 Accounts Bank in its individual capacity shall be merged, converted or with which it shall be consolidated, or any entity to which all or substantially all the account bank business of the P1 Accounts Bank may be transferred shall be the P1 Accounts Bank under this Agreement, and any other P1 Financing Document, without the execution or filing of any paper or any further act until such timeon the part of the parties hereto; provided, that, if any, as the new entity does not meet the foregoing requirements in respect of a successor P1 Accounts Bank, then the entity may be replaced in accordance with this Section 4.5. The P1 Accounts Bank shall have been appointed as above provided. Any successor Owner Trustee so appointed by promptly notify the P1 Collateral Agent and the Borrower of any such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such courtmerger, conversion or consolidation.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Depositary as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Depositary may resign at any time without cause by giving at least 60 thirty (30) days' prior written notice thereof to Owner Participantthe Collateral Agent and each Facility Agent, Mortgagee the Issuer and Lesseethe Guarantors, such resignation to provided that in the event the Depositary is also the Collateral Agent and the Trustee, it must also at the same time resign as the Collateral Agent and the Trustee. The Depositary may be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may removed at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Collateral Agent. So long as no Project Acceleration Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld). In the case of the resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have then occurred and be continuing, the consent Issuer and the Guarantors shall have the right to remove the Depositary for cause upon sixty (60) days' notice to the Depositary and the Collateral Agent. In the event that the Depositary shall decline to take any action without first receiving adequate indemnity from the Issuer, the Guarantors or the Secured Parties and, having received an indemnity, shall continue to decline to take such action, the Issuer, the Guarantors and the Collateral Agent shall be deemed to have sufficient cause to remove the Depositary. Notwithstanding anything to the contrary, no resignation or removal of Lessee the Depositary shall be effective until: (i) a successor Depositary is appointed in accordance with this Section 4.4, (ii) resigning or removed Depositary has transferred to its successor all of its rights and obligations in its capacity as the Depositary under this Depositary Agreement and the other Transaction Documents, and (iii) the successor Depositary has executed and delivered an agreement to be bound by the terms hereof and the other Transaction Documents to which consent such Depositary is intended to be a party and perform all duties required of the Depositary hereunder and under the other Transaction Documents. Within thirty (30) days of receipt of a written notice of any resignation or removal of the Depositary, so long as no Project Acceleration Event shall have then occurred and be continuing, the Issuer and the Guarantors shall appoint a successor Depositary reasonably acceptable to the Required Secured Parties; provided, that if the Required Secured Parties do not confirm such acceptance or reject such appointee in writing within thirty (30) days following selection of such successor by the Issuer and the Guarantors, then they shall be unreasonably withheld)deemed to have given acceptance thereof and such successor shall be deemed appointed as the Depositary hereunder. If a no successor Owner Trustee Depositary shall not have been appointed by the Issuer and the Guarantors and shall have accepted such appointment within 30 days after such the retiring Depositary's giving of notice of resignation or removalthe removal of the retiring Depositary or if a Project Acceleration Event shall have then occurred and be continuing, Owner Trustee, any Owner Participant, Lessee or Mortgagee then the retiring Depositary may apply to any a court of competent jurisdiction to appoint a successor Owner Trustee Depositary, which shall be a bank or trust company which has an office in New York, New York and that has a combined capital surplus of at least $50,000,000 or at least $10,000,000 and is a wholly owned subsidiary of a bank or trust company that has a combined capital surplus of at least $50,000,000 and is reasonably acceptable to act until the Required Secured Parties; provided, that if the Required Secured Parties do not confirm such timeacceptance or reject such appointee in writing within thirty (30) days following selection of such successor by the retiring Depositary, if any, as a then they shall be deemed to have given acceptance thereof and such successor shall have been be deemed appointed as above providedthe Depositary hereunder. Upon the acceptance of any appointment as Depositary hereunder by the successor Depositary, (a) such successor Depositary shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Depositary, and the retiring Depositary shall be discharged from its duties and obligations hereunder and (b) the retiring Depositary shall promptly transfer all monies and Permitted Investments within its possession or control to the possession or control of the successor Depositary and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Depositary with respect to the monies and Permitted Investments to the successor Depositary. After the retiring Depositary's resignation or removal hereunder as Depositary, the provisions of this Article IV and of Article V 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 Depositary. Any corporation into which the Depositary may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Depositary shall be a party, or any corporation succeeding to the business of the Depositary shall be the successor Owner Trustee so appointed by such court shall immediately and of the Depositary hereunder without the execution or filing of any paper with any party hereto or any further act be superseded by on the part of any successor Owner Trustee appointed as above provided within one year from the date of the appointment parties hereto except where an instrument of transfer or assignment is required by law to effect such courtsuccession, anything herein to the contrary notwithstanding.

Resignation or Removal. Owner The Indenture Trustee or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) thereto may resign at any time with or without cause by giving at least 60 30 days' prior written notice to the Owner Trust, the Owner Participant, Mortgagee the Lessee and Lesseeeach Noteholder, such resignation to be effective upon on the assumption acceptance of the trusts hereunder appointment by the successor Owner to the Indenture Trustee under Section 9.1.2pursuant to the provisions of subsection (b) below. In addition, Owner Participant a Majority in Interest in the Noteholders may at any time remove Owner Trustee, the Indenture Trustee with or without cause by a notice an instrument in writing delivered to the Owner Trust, the Owner Participant and the Indenture Trustee, Mortgagee and the Owner Trust shall give prompt written notification thereof to each Noteholder and the Lessee, such . Such removal to will be effective upon on the assumption acceptance of the trusts hereunder appointment by the successor Owner Indenture Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject pursuant to the consent provisions of Lessee subsection (which consent shall not be unreasonably withheld)b) below. In the case of the resignation or removal of Owner the Indenture Trustee, Owner Participant a Majority in Interest of Noteholders may appoint a successor Owner Indenture Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld)such holders. If a successor Owner Indenture Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, the Indenture Trustee or any Owner Participant, Lessee or Mortgagee Noteholder may apply to any court of competent jurisdiction to appoint a successor Owner Indenture Trustee to act until such time, if any, as a successor shall have been appointed by a Majority in Interest of Noteholders as above provided. Any The successor Owner Indenture Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Indenture Trustee appointed by a Majority in Interest in the Noteholders as above provided within one year from the date of the appointment by such courtprovided.

Resignation or Removal. Owner Trustee The Escrow Agent may resign by furnishing written notice of its resignation to the Parties, and the Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of its removal along with payment of all fees and expenses to which it is entitled through the date of termination. Such resignation or any successor Owner Trustee removal, as the case may be, shall be effective thirty (a30) shall resign if required to do so pursuant to Section 13.3 days after the delivery of the Participation Agreement such notice or upon obtaining Actual Knowledge the earlier appointment of any facts that would cast doubt upon its continuing status a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the WC Escrow Fund and the Escrow Fund and to deliver the same to a successor escrow agent as shall be appointed by the Parties, as evidenced by a Citizen of the United States and (b) may resign at any time without cause by giving at least 60 days' prior joint written notice filed with the Escrow Agent or in accordance with a court order. If the Parties have failed to Owner Participant, Mortgagee and Lessee, such resignation to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld). In the case of the resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event escrow agent prior to the expiration of Default shall have occurred and be continuing, thirty (30) days following the consent delivery of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee the Escrow Agent may apply to petition any court of competent jurisdiction to appoint for the appointment of a successor Owner Trustee to act until escrow agent or for other appropriate relief, and any such timeresulting appointment shall be binding upon the Parties. Notwithstanding the foregoing, if any, as any successor Escrow Agent shall be a successor shall have been appointed as above providedfinancial institution organized under the laws of the United States of America and having a combined capital and surplus of not less than Two Hundred Fifty Million Dollars ($250,000,000). Any successor Owner Trustee so appointed by Escrow Agent, however appointed, shall execute and deliver to the predecessor Escrow Agent, with a copy to each of the Parties, an instrument accepting such court shall immediately appointment, and thereupon such successor Escrow Agent shall, without further act be superseded by any successor Owner Trustee appointed as above provided within one year from act, become fully vested with all the date rights, powers, obligations and duties of the appointment by such courtpredecessor Escrow Agent hereunder with the same effect as if originally named the Escrow Agent herein.

Resignation or Removal. Owner Trustee or any successor Owner Trustee (a) shall resign if required Subject to do so pursuant to Section 13.3 the appointment and acceptance of a successor Dxxxxxxxxx Agent as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Depositary Agent may resign at any time without cause by giving at least 60 30 days' prior ’ written notice thereof to Owner Participantthe Collateral Agent, Mortgagee the Administrative Agent, and Lessee, such resignation to the Borrower. The Depositary Agent may be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may removed at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Administrative Agent. So long as no Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld). In the case of the resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have then occurred and be continuing, the consent Borrower shall have the right to remove the Depositary Agent with or without cause upon 60 days’ notice to the Depositary Agent and the Administrative Agent. Notwithstanding anything to the contrary, no resignation or removal of Lessee the Depositary Agent shall be effective until (which consent i) a successor Depositary Agent is appointed in accordance with this Section 4.4, (ii) the resigning or removed Depositary Agent has transferred to its successor all of its rights and obligations in its capacity as the Depositary Agent under this Agreement and the other Financing Documents, and (iii) the successor Depositary Agent has executed and delivered an agreement to be bound by the terms hereof and perform all duties required of the Depositary Agent hereunder. Within 30 days of receipt of a written notice of any resignation or removal of the Depositary Agent, so long as no Event of Default shall not have then occurred and be unreasonably withheld)continuing, the Borrower shall appoint a successor Depositary Agent reasonably acceptable to the Administrative Agent. If a no successor Owner Trustee Depositary Agent shall not have been appointed by the Borrower and shall have accepted such appointment within 30 days after such the retiring Depositary Agent’s giving of notice of resignation or removalthe removal of the retiring Depositary Agent or if an Event of Default shall have then occurred and be continuing, Owner Trustee, any Owner Participant, Lessee then the retiring Depositary Agent may itself appoint a successor reasonably acceptable to the Administrative Agent or Mortgagee may apply to any a court of competent jurisdiction to appoint a successor Owner Trustee to act until such timeDepositary Agent, if anywhich shall be a bank or trust company which has an office in New York, as New York and that has a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately combined capital surplus of at least $500,000,000 or at least $100,000,000 and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date is a wholly owned subsidiary of the appointment by such courta bank or trust company that has a combined capital surplus of at least $500,000,000.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status Depository Bank as a Citizen of the United States and (b) provided below, Depository Bank may resign at any time without cause by giving at least 60 days' prior written notice thereof to Owner Participantthe parties hereto, Mortgagee and Lessee, such resignation to Depository Bank may be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may removed at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trusteethe Required Secured Parties, Mortgagee and Lesseeand, such removal to be effective except upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case occurrence and continuation of a removal without causeTrigger Event and from and after the Trigger Event Date, unless a Lease Event of Default shall have occurred and be continuing, Borrower. Upon any such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld). In the case of the resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trusteethe Required Secured Parties shall have the right to appoint, with the consent of Borrower (unless a Trigger Event has occurred and is continuing and from and after the Trigger Event Date), such consent not to be unreasonably withheld or delayed, a successor Depository Bank. Upon the acceptance of any Owner Participantappointment as Depository Bank hereunder by a successor Depository Bank, Lessee or Mortgagee such successor Depository Bank shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Depository Bank, and the retiring Depository Bank shall be discharged from its duties and obligations hereunder. If no successor Depository Bank shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within thirty (30) days following the delivery by Depository Bank of a notice of resignation, then the retiring Depository Bank, at the expense of the Borrower, may apply to any tender into the custody of a court of competent jurisdiction all assets then held by it hereunder, and thereupon shall be discharged from its duties hereunder. After the retiring Depository Bank’s resignation or removal hereunder as Depository Bank, the provisions of this ARTICLE VI shall continue in effect for its benefit in respect of any actions taken, suffered or omitted while it was acting as Depository Bank. Any corporation into which the Depository Bank may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to appoint which the Depository Bank shall be a party, or any corporation succeeding to all or substantially all the corporate trust or agency business of the Depository Bank, shall be the successor Owner Trustee of the Depository Bank hereunder; provided that such corporation shall be otherwise eligible under this Article to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and Depository Bank, without the execution or filing of any paper or any further act be superseded by on the part of any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such courtparties hereto.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Depositary Agent as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Depositary Agent may resign at any time without cause by giving at least 60 30 days' ’ prior written notice thereof to Owner Participantthe Collateral Agent, Mortgagee the Administrative Agent and Lessee, such resignation to the Borrower. The Depositary Agent may be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may removed at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption Collateral Agent (acting on instructions of the trusts hereunder by Administrative Agent). Upon any such resignation or removal, the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in Collateral Agent (acting on instructions of the case of a removal without cause, unless a Lease Event of Default Administrative Agent) shall have occurred and be continuing, such removal the right to appoint a successor Depositary Agent (which appointment shall be subject to the consent of Lessee the Borrower (which consent shall not to be unreasonably withheld). In the case of the resignation withheld or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease delayed) so long as no Event of Default has occurred or is continuing) which successor shall have occurred be a bank that (a) has an office in New York, New York with capital, surplus and be continuingundivided profits of at least $50,000,000, (b) is experienced in administering similar financing transactions, (c) is experienced in administering non-recourse project finance transactions and (d) is reasonably acceptable to the consent of Lessee (which consent shall not be unreasonably withheld)other Agents. If a no successor Owner Trustee Depositary Agent shall not have been appointed by the Collateral Agent (acting on instructions of the Administrative Agent) and shall have accepted such appointment within 30 days after such the retiring Depositary Agent’s giving of notice of resignation or removalthe removal of the retiring Depositary Agent, Owner Trusteethen the retiring Depositary Agent may appoint, any Owner Participant, Lessee or Mortgagee may apply to any petition a court of competent jurisdiction to appoint appoint, a successor Owner Trustee Depositary Agent, which shall be a bank or trust company that (i) has an office in New York, New York with capital, surplus and undivided profits of at least $50,000,000, (ii) is experienced in administering similar financing transactions, (iii) is experienced in administering non-recourse project finance transactions and (iv) is acceptable to act until the other Agents. Upon the acceptance of any appointment as Depositary Agent hereunder by the successor Depositary Agent, (A) such timesuccessor Depositary Agent shall thereupon succeed to and become vested with all the rights, if anypowers, privileges and duties of the retiring Depositary Agent, and the retiring Depositary Agent shall be discharged from its duties and obligations hereunder and (B) the retiring Depositary Agent shall promptly transfer all Accounts within its possession or control to the possession or control of the successor Depositary Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Depositary Agent with respect to the Accounts to the successor Depositary Agent. After the retiring Depositary Agent’s resignation or removal hereunder as Depositary Agent, the provisions of this Article VIII and of Article IX 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 Depositary Agent. Further, a corporation into which the Depositary Agent is merged or converted or with which it is consolidated or which results from a merger, conversion or consolidation to which it is a party shall, to the extent permitted by applicable Law, be the successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and Depositary Agent under this Account Agreement without further act be superseded by any successor Owner Trustee appointed as above provided within one year from formality and shall thereupon succeed to and become vested with all the date rights, powers, privileges and duties of the appointment by Depositary Agent with which such courtcorporation was merged, converted or consolidated. The Depositary Agent concerned shall forthwith notify the Borrower and the Collateral Agent of any such event.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Depositary Bank as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Depositary Bank may resign at any time without cause by giving at least 60 thirty (30) days' prior ’ written notice to Owner Participant, Mortgagee and Lessee, of such resignation to the Collateral Agent, the Convertible Trustee, the Subordinated Trustee and the Company, provided that in the event the Depositary Bank is also the Collateral Agent, it must also at the same time resign as Collateral Agent. The Depositary Bank may be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may removed at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trusteethe Majority Secured Parties, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case appointment of a removal successor Depositary Bank under this Section 4.4. So long as no Trigger Event is in existence, the Company shall have the right to remove the Depositary Bank upon thirty (30) days’ notice to the Secured Parties with or without cause, unless effective upon the appointment of a Lease Event of Default successor Depositary Bank under this Section 4.4. Upon any such resignation or removal, the Majority Secured Parties shall have occurred and be continuing, such removal shall be subject the right to the consent of Lessee (which consent shall not be unreasonably withheld). In the case of the resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner ParticipantDepositary Bank, withwhich Depositary Bank shall be reasonably acceptable to the Secured Parties and, unless a Lease so long as no Trigger Event of Default shall have occurred and be continuingoccurred, the consent of Lessee (which consent shall not be unreasonably withheld)Company. If a no successor Owner Trustee Depositary Bank shall not have been appointed by the Majority Secured Parties and shall have accepted such appointment within 30 thirty (30) days after such the retiring Depositary Bank’s giving of notice of resignation or removalthe removal of the retiring Depositary Bank, Owner Trusteethen the retiring Depositary Bank may petition, any Owner Participantat the expense of the Company, Lessee or Mortgagee may apply to any a court of competent jurisdiction to appoint for the appointment of a successor Owner Trustee Depositary Bank. Upon the acceptance of any appointment as Depositary Bank under this Agreement by the successor Depositary Bank, (a) such successor Depositary Bank shall, upon payment of its reasonable and customary charges, upon such acceptance succeed to act until such timeand become vested with all the rights, if anypowers, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately privileges and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date duties of the appointment retiring Depositary Bank, and the retiring Depositary Bank shall be discharged from any further duties and obligations under this Agreement and (b) the retiring Depositary Bank shall promptly transfer all Accounts within its possession or control to the possession or control of the successor Depositary Bank and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Depositary Bank with respect to the Accounts to the successor Depositary Bank. After the retiring Depositary Bank’s resignation or removal hereunder as Depositary Bank, the provisions of this Article IV and of Article V shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by such courtit while it was acting as the Depositary Bank.

Resignation or Removal. Owner Any Trustee or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) may resign by mailing to the Administrator and the Company, at any time without cause by giving at least 60 days' prior their last known addresses, written notice to Owner Participantof resignation, Mortgagee and Lessee, such resignation to be which shall become effective upon the assumption expiration of thirty (30) days following the date of mailing or upon written acceptance of the trusts hereunder resignation by the successor Owner Company prior to that time. The Company may remove any Trustee under Section 9.1.2. In additionon thirty (30) days written notice, Owner Participant by mailing to the Trustee written notice of removal (which notice may at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder waived by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheldTrustee). In the case event of resignation of or removal of a Trustee, such Trustee shall transfer, assign and deliver the Trust Fund to the successor Trustee(s), after retaining such reasonable amount it deems necessary to provide for its expenses in the settlement of its accounts, its compensation, and any taxes or advances chargeable against or payable out of the Trust Fund and known to the Trustee. The Trustee shall render a full and complete accounting of all assets and funds held by it within thirty (30) days of its giving notice of resignation or the receipt by the Trustee of notice of removal. Upon acceptance of the Trust and without further assignment or transfer, the successor shall become vested with all the title, estate, rights and powers (including discretionary powers), and be subject to all the duties and obligations of the Trustee originally appointed. The resigned or removed Trustee shall have no further responsibility to act hereunder except as to the rendering of a final accounting. Until the date it shall have become such successor Trustee, no successor Trustee shall be liable or responsible for anything done or omitted in the administration of the Trust; nor, except upon the Administrator’s written direction, shall it be required to inquire into or take any action concerning the acts of any predecessor Trustee. Upon the failure of the Company to appoint a successor Trustee by the effective date of the resignation or removal of Owner the Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participantthe remaining Trustees shall continue as the sole Trustees of the Trust, withor, unless a Lease Event of Default shall have occurred and be continuingif there are no remaining Trustees, the consent of Lessee (which consent Administrator shall not be unreasonably withheld). If a become successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a until another successor Owner Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such courtis appointed.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Collateral Agent as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Collateral Agent may resign at any time without by giving 30 days written notice thereof to the Trustee and the Issuer, provided that in the event the Collateral Agent is also the Collateral Agent and Trustee, it must also at the same time resign as Collateral Agent and Trustee. The Collateral Agent may be removed at any time with cause by giving at least 60 the Trustee. Issuer shall have the right to remove the Collateral Agent upon thirty (30) days' prior written notice to Owner Participantthe Trustee with or without cause, Mortgagee and Lessee, such resignation to be effective upon the assumption appointment of a successor Collateral Agent under this Section 4.04, which is reasonably acceptable to the Trustee. In the event that ---- the Collateral Agent shall decline to take any action without first receiving adequate indemnity from the Issuer or the Secured Parties, as the case may be and, having received an indemnity, shall continue to decline to take such action, the Trustee shall be deemed to have sufficient cause to remove the Collateral Agent. In the event that the Collateral Agent is also the Trustee, the Trustee shall have the right to remove the Collateral Agent with or without cause. Upon any such resignation or removal, the Issuer shall have the right to appoint a successor Collateral Agent, which Collateral Agent shall be reasonable acceptable to the Issuer. If no successor Collateral Agent shall have been appointed by the Issuer and shall have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation or the removal of the trusts retiring Collateral Agent, then the retiring Collateral Agent may appoint a successor Collateral Agent, which shall be a bank or trust company reasonable acceptable to the Issuer. Upon the acceptance of any appointment as Collateral Agent hereunder by the successor Owner Trustee under Section 9.1.2. In additionCollateral Agent, Owner Participant may at any time remove Owner Trustee(a) such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, with or without cause by a notice in writing delivered to Owner Trusteepowers, Mortgagee privileges and Lessee, such removal to be effective upon the assumption duties of the trusts retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder by and (b) the retiring Collateral Agent shall promptly transfer all monies and Permitted Investments within its possession or control to the possession or control of the successor Owner Trustee under Section 9.1.2Collateral Agent and shall execute and deliver such notices, PROVIDED, that, in instructions and assignments as may be necessary or desirable to transfer the case rights of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject the Collateral Agent with respect to the consent of Lessee (which consent shall not be unreasonably withheld)monies and Permitted Investments to the successor Collateral Agent. In After the case of the retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of Owner TrusteeArticle IV and of Article V 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 Collateral Agent. Any corporation into which the Collateral Agent may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, Owner Participant may appoint conversion or consolidation to which the Collateral Agent shall be a party, or any corporation succeeding to the business of the Collateral Agent shall be the successor Owner Trustee by of the Collateral Agent hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument signed of transfer or assignment is required by Owner Participantlaw to effect such succession, with, unless a Lease Event of Default shall have occurred and be continuing, anything herein to the consent of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such courtcontrary notwithstanding.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Depositary Bank as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Depositary Bank may resign at any time by giving thirty (30) days prior written notice thereof to the Collateral Agent, the Funding Company and each U.S. Guarantor, PROVIDED that in the event the Depositary Bank is also the Collateral Agent, it must also at the same time resign as Collateral Agent. The Depositary Bank may be removed at any time without cause by giving at least 60 days' the Collateral Agent. Except during the continuation of a default or event of default under any Finance Document, Funding Company shall have the right to remove the Depositary Bank upon thirty (30) days prior written notice to Owner Participantthe Secured Parties with or without cause, Mortgagee and Lessee, such resignation to be effective upon the assumption appointment of a successor Depositary Bank under this SECTION 4.4, which is reasonably acceptable to the Bond Trustee. In the event that the Depositary Bank shall decline to take any action without first receiving adequate indemnity from the U.S. Guarantors, the other Secured Parties or the Collateral Agent, as the case may be and, having received an indemnity, shall continue to decline to take such action, the Collateral Agent shall be deemed to have sufficient cause to remove the Depositary Bank. In the event that the Depositary Bank is also the Bond Trustee, the Collateral Agent shall have the right to remove the Depositary Bank with or without cause. Upon any such resignation or removal, the Collateral Agent shall have the right to appoint a successor Depositary Bank, which Depositary Bank (except during the continuation of a default or event of default under any Finance Document) shall be reasonably acceptable to Funding Company. If no successor Depositary Bank shall have been appointed by the Collateral Agent and shall have accepted such appointment within thirty (30) days after the retiring Depositary Bank's giving of notice of resignation or removal of the trusts retiring Depositary Bank, then (i) the retiring Depositary Bank may petition a court of competent jurisdiction for the appointment of a successor Depositary Bank or (ii) the retiring Depositary Bank may appoint a successor Depositary Bank, which shall be a bank or trust company reasonably acceptable to the Collateral Agent. Upon the acceptance of any appointment as Depositary Bank hereunder by the successor Owner Trustee under Section 9.1.2. In additionDepositary Bank, Owner Participant may at any time remove Owner Trustee(a) such successor Depositary Bank shall thereupon succeed to and become vested with all the rights, with or without cause by a notice in writing delivered to Owner Trusteepowers, Mortgagee privileges and Lessee, such removal to be effective upon the assumption duties of the trusts retiring Depositary Bank and the retiring Depositary Bank shall be discharged from its duties and obligations hereunder by and (b) the retiring Depositary Bank shall promptly transfer all U.S. Depositary Accounts within its possession or control to the possession or control of the successor Owner Trustee under Section 9.1.2Depositary Bank and shall execute and deliver such notices, PROVIDED, that, in instructions and assignments as may be necessary or desirable to transfer the case rights of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject the Depositary Bank with respect to the consent of Lessee (which consent shall not be unreasonably withheld)Accounts to the successor Depositary Bank. In After the case of the retiring Depositary Bank's resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuinghereunder as Depositary Bank, the consent provisions of Lessee (which consent this ARTICLE 4 shall not continue in effect for its benefit in respect of any actions taken or omitted to be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, taken by it while it was acting as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such courtDepositary Bank.

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Depositary Bank as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Depositary Bank may resign at any time without by giving [***] days’ written notice thereof to the Administrative Agent and the Borrower. The Depositary Bank may be removed at any time with cause by giving the Collateral Agent acting at least 60 the direction of the Administrative Agent. As long as no Event of Default has occurred and is continuing, the Borrower shall have the right to remove the Depositary Bank upon [***] days' prior written ’ notice to Owner Participantthe Secured Parties with or without cause, Mortgagee in accordance with this Section 5.4 and Lessee, such resignation to be effective upon the assumption appointment of a successor Depositary Bank under this Section 5.4, which is reasonably acceptable to the Collateral Agent acting at the direction of the trusts Administrative Agent. In the event the Depositary Bank shall decline to take any action without first receiving adequate indemnity from the Borrower or the Lenders, as the case may be, and, having received such indemnity, shall continue to decline to take such action, the Collateral Agent acting at the direction of the Administrative Agent shall be deemed to have sufficient cause to remove the Depositary Bank. Upon any such resignation or removal, the Collateral Agent acting at the direction of the Administrative Agent shall have the right to appoint a successor Depositary Bank, which Depositary Bank shall be reasonably acceptable to the Borrower (provided that such requirement to be reasonably acceptable to the Borrower shall not apply during the pendency of any Default or Event of Default). Resignation or removal of the Depositary Bank shall become effective upon a successor depositary bank having accepted its appointment. If no successor Depositary Bank shall have been appointed by the Collateral Agent and shall have accepted such appointment within [***] days after the retiring Depositary Bank’s giving of notice of resignation or the removal of the retiring Depositary Bank, then (a) the retiring Depositary Bank may petition a court of competent jurisdiction for the appointment of a successor Depositary Bank, or (b) the retiring Depositary Bank may appoint a successor Depositary Bank, which shall be a bank or trust company reasonably acceptable to the Collateral Agent acting at the direction of the Administrative Agent and the Borrower (provided that such requirement to be reasonably acceptable to the Borrower shall not apply during the pendency of any Default or Event of Default). Upon the acceptance of any appointment as Depositary Bank hereunder by the successor Owner Trustee under Section 9.1.2. In additionDepositary Bank, Owner Participant may at any time remove Owner Trustee(i) such successor Depositary Bank shall thereupon succeed to and become vested with all the rights, with or without cause by a notice in writing delivered to Owner Trusteepowers, Mortgagee privileges and Lessee, such removal to be effective upon the assumption duties of the trusts hereunder by retiring Depositary Bank, and the retiring Depositary Bank shall be discharged from any further duties and obligations hereunder, and (ii) the retiring Depositary Bank shall promptly transfer all Accounts within its possession or control to the possession or control of the successor Owner Trustee under Section 9.1.2Depositary Bank and shall execute and deliver such notices, PROVIDED, that, in instructions and assignments as may be necessary or desirable to transfer the case rights of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject the Depositary Bank with respect to the consent of Lessee (which consent shall not be unreasonably withheld)Accounts to the successor Depositary Bank. In After the case of the retiring Depositary Bank’s resignation or removal hereunder as Depositary Bank, the provisions of Owner Trustee, Owner Participant may appoint a successor Owner Trustee this Article V and of Article VI hereof shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by an instrument signed by Owner Participant, it while it was acting as the Depositary Bank. If the Depositary Bank consolidates with, unless a Lease Event merges or converts into, or transfers all or substantially all of Default shall have occurred and be continuingits corporate trust assets to, another Person, the consent of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation resulting, surviving or removaltransferee Person, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act act, shall be superseded by any the successor Owner Trustee appointed as above provided within one year from the date of the appointment by such court.Depositary Bank. [***] Confidential Treatment Requested

Resignation or Removal. Owner Trustee or any Subject to the appointment and acceptance of a successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of Depositary Agent as provided below, the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) Depositary Agent may resign at any time without cause by giving at least 60 30 days' prior ’ written notice thereof to Owner Participantthe Collateral Trustee and the Company, Mortgagee and Lesseeprovided that in the event the Depositary Agent is also the Collateral Trustee, such resignation to it must also at the same time resign as the Collateral Trustee. The Depositary Agent may be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may removed at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner the Collateral Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease . So long as no Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld). In the case of the resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have then occurred and be continuing, the consent Company shall have the right to remove the Depositary Agent for cause upon 60 days’ notice to the Depositary Agent and the Collateral Trustee. In the event that the Depositary Agent shall decline to take any action without first receiving adequate indemnity from the Company or the Secured Parties and, having received an indemnity, shall continue to decline to take such action, the Company and the Collateral Trustee shall be deemed to have sufficient cause to remove the Depositary Agent. Notwithstanding anything to the contrary, no resignation or removal of Lessee the Depositary Agent shall be effective until: (which consent i) a successor Depositary Agent is appointed in accordance with this Section 4.4, (ii) the resigning or removed Depositary Agent has transferred to its successor all of its rights and obligations in its capacity as the Depositary Agent under this Agreement and the other Secured Debt Documents, and (iii) the successor Depositary Agent has executed and delivered an agreement to be bound by the terms hereof and perform all duties required of the Depositary Agent hereunder. Within 30 days of receipt of a written notice of any resignation or removal of the Depositary Agent, so long as no Event of Default shall have then occurred and be continuing, the Company shall appoint a successor Depositary Agent reasonably acceptable to the Collateral Trustee; provided, that if the Collateral Trustee does not confirm such acceptance or reject such appointee in writing within 30 days following selection of such successor by the Company, then it shall be unreasonably withheld)deemed to have given acceptance thereof and such successor shall be deemed appointed as the Depositary Agent hereunder. If a no successor Owner Trustee Depositary Agent shall not have been appointed by the Company and shall have accepted such appointment within 30 days after such the retiring Depositary Agent’s giving of notice of resignation or removalthe removal of the retiring Depositary Agent or if an Event of Default shall have then occurred and be continuing, Owner Trustee, any Owner Participant, Lessee or Mortgagee then the retiring Depositary Agent may apply to any a court of competent jurisdiction to appoint a successor Owner Depositary Agent, which shall be a bank or trust company which has an office in New York, New York and that has a combined capital surplus of at least $500,000,000 or at least $100,000,000 and is a wholly owned subsidiary of a bank or trust company that has a combined capital surplus of at least $500,000,000 and is reasonably acceptable to the Collateral Trustee; provided, that if the Collateral Trustee does not confirm such acceptance or reject such appointee in writing within 30 days following selection of such successor by the retiring Depositary Agent, then it shall be deemed to act until have given acceptance thereof and such time, if any, as a successor shall have been be deemed appointed as above providedthe Depositary Agent hereunder. Upon the acceptance of any appointment as Depositary Agent hereunder by the successor Depositary Agent, (a) such successor Depositary Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Depositary Agent, and the retiring Depositary Agent shall be discharged from its duties and obligations hereunder and (b) the retiring Depositary Agent shall promptly transfer all monies and Permitted Investments within its possession or control to the possession or control of the successor Depositary Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Depositary Agent with respect to the monies and Permitted Investments to the successor Depositary Agent. After the retiring Depositary Agent’s resignation or removal hereunder as Depositary Agent, the provisions of this Article IV and of Article V 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 Depositary Agent. Any corporation into which the Depositary Agent may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Depositary Agent shall be a party, or any corporation succeeding to the business of the Depositary Agent shall be the successor Owner Trustee so appointed by such court shall immediately and of the Depositary Agent hereunder without the execution or filing of any paper with any party hereto or any further act be superseded by on the part of any successor Owner Trustee appointed as above provided within one year from the date of the appointment parties hereto except where an instrument of transfer or assignment is required by law to effect such courtsuccession, anything herein to the contrary notwithstanding.

Resignation or Removal. Owner Trustee or any successor Owner Trustee (a) shall resign if required to do so pursuant to Section 13.3 of the Participation Agreement or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and (b) may resign at any time without cause by giving at least 60 days' prior written notice to Owner Participant, Mortgagee and Lessee, such resignation to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2. In addition, Owner Participant may at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDEDprovided, that, in the case of a removal without cause, unless a Lease Event of Default shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld). In the case of the resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee TRUST AGREEMENT BASE 396 18 by an instrument signed by Owner Participant, with, unless a Lease Event of Default shall have occurred and be continuing, the consent of Lessee (which consent shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such court.

Resignation or Removal. Owner Trustee or The Collateral Agent may resign as Collateral Agent under this Agreement at any successor Owner Trustee (a) time. The Collateral Agent may be removed as the Collateral Agent under this Agreement with cause by the Banks and, if the Banks elect to remove the Collateral Agent for cause, the Collateral Agent shall resign if required to do so pursuant to Section 13.3 as Collateral Agent under this Agreement within thirty (30) days after written notice of removal. If the Participation Agreement Collateral Agent resigns (voluntarily or upon obtaining Actual Knowledge of any facts that would cast doubt upon its continuing status involuntarily) as the Collateral Agent under this Agreement, the Banks may appoint a Citizen successor Collateral Agent for the Banks, which successor Collateral Agent shall be a commercial bank organized under the laws of the United States or any state thereof, whereupon such successor Collateral Agent shall succeed to the rights, powers and (b) may resign at any time without cause by giving at least 60 days' prior written notice to Owner Participant, Mortgagee and Lessee, such resignation to be effective upon the assumption duties of the trusts hereunder former Collateral Agent and the obligations of the former Collateral Agent shall be terminated and canceled, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement. The former Collateral Agent's resignation shall not become effective until a successor Collateral Agent has been appointed and has succeeded of record to all right, title and interest in any of the Collateral held by the Collateral Agent; provided, however, that if the Banks cannot agree as to a successor Owner Trustee under Section 9.1.2. In additionCollateral Agent within ninety (90) days after such resignation, Owner Participant may at any time remove Owner Trustee, with or without cause by a notice in writing delivered to Owner Trustee, Mortgagee and Lessee, such removal to be effective upon the assumption of the trusts hereunder by the successor Owner Trustee under Section 9.1.2, PROVIDED, that, in the case of a removal without cause, unless a Lease Event of Default Collateral Agent shall have occurred and be continuing, such removal shall be subject to the consent of Lessee (which consent shall not be unreasonably withheld). In the case of the resignation or removal of Owner Trustee, Owner Participant may appoint a successor Owner Trustee by Collateral Agent and the parties hereto agree to execute whatever documents are necessary to effect such action under this Agreement or any other document executed pursuant to this Agreement. At all times, all provisions of this Agreement and the other Loan Documents shall remain in full force and effect, even during the period between the resignation an instrument signed by Owner Participant, with, unless a Lease Event Collateral Agent and the appointment of Default shall have occurred and be continuingas successor Collateral Agent. After any Collateral Agent's resignation as Collateral Agent, the consent provisions of Lessee (which consent this section shall not inure to the benefit of the resigned Collateral Agent as to any actions taken or omitted to be unreasonably withheld). If taken by it while it was Collateral Agent under this Agreement and until a successor Owner Trustee shall not have Collateral Agent has been appointed within 30 days after such notice of resignation or removal, Owner Trustee, any Owner Participant, Lessee or Mortgagee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such courtappointed.