Common use of Resignation or Removal Clause in Contracts

Resignation or Removal. The Owner Trustee or any successor Owner Trustee (i) shall resign if required to do so pursuant to Section 8(c) of the Participation Agreement and (ii) may resign at any time without cause by giving at least sixty (60) days' prior written notice to the Owner Participant, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect), such resignation to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereof. In addition, the Owner Participant may at any time remove the Owner Trustee without cause by a notice in writing delivered to the Owner Trustee, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect), such removal to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 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. If a successor Owner Trustee shall not have been appointed within thirty (30) days after such notice of resignation or removal, the Owner Trustee, the Owner Participant, Lessee or 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 Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided.

Resignation or Removal. The Owner Either of the Indenture Trustee or the Account Bank or any successor Owner Trustee (i) shall resign if required to do so pursuant to Section 8(c) of the Participation Agreement and (ii) thereto may resign at any time with or without cause by giving at least sixty thirty (6030) days' prior written notice to the Owner Lessor, the Owner Participant, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) Facility Lessee and Lessee (so long as the Lease is in effect)each Noteholder, such resignation to be effective upon on the acceptance of appointment by the successor Owner Indenture Trustee under Section 9.01(bor Account Bank pursuant to the provisions of subsection (b) hereofbelow. In addition, the Owner Participant a Majority in Interest of Noteholders may at any time remove the Owner Indenture Trustee or the Account Bank with or without cause by a notice an instrument in writing delivered to the Owner TrusteeLessor, the Owner Participant, the Indenture Trustee (so long as and the Lien of Account Bank, and the Trust Indenture has not been fully discharged) Owner Lessor shall give prompt written notification thereof to each Noteholder and Lessee (so long as the Lease is in effect), such Facility Lessee. Such removal to will be effective upon on the acceptance of appointment by the successor Owner Indenture Trustee under Section 9.01(bor Account Bank pursuant to the provisions of subsection (b) hereofbelow. In the case of the resignation or removal of the Owner TrusteeIndenture Trustee or Account Bank, the Owner Participant a Majority in Interest of Noteholders may appoint a successor Owner Indenture Trustee or Account Bank by an instrument signed by the Owner Participantsuch holders. If a successor Owner Indenture Trustee or Account Bank shall not have been appointed within thirty (30) days after such notice of resignation or removal, the Owner Indenture Trustee, the Owner Participant, Lessee Account Bank or the Indenture Trustee any 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.

Resignation or Removal. The Owner Trustee or any successor Owner Trustee (i) shall resign if required to do so pursuant to Section 8(c) 9.3 of the Participation Agreement and (ii) may resign at any time without cause by giving at least sixty (60) days' 60 days prior written notice to the Owner Participant, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) Participant and Lessee (so long as the Lease is in effect)Lessee, such resignation to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereof). 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 Owner Trustee Aircraft is registered in a non-United States jurisdiction, with or without cause cause), by a notice in writing delivered to the Owner Trustee, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect)Lessee, such removal to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereof). In the case of the resignation or removal of the 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 Participant with the Owner Participantprior written consent of Lessee, such consent not to be unreasonably withheld; provided that, if an Event of Default shall have occurred and be continuing, then no such prior written consent of Lessee shall be so required. If a successor Owner Trustee shall not have been appointed within thirty (30) 30 days after such notice of resignation or removal, the Owner Trustee, the Owner Participant, Trustee or Lessee or 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 providedprovided within one year from the date of the appointment by such court.

Resignation or Removal. The Owner Trustee or any successor Owner Trustee (i) shall resign if required to do so pursuant to Section 8(c7(a) of the Participation Agreement and (ii) may resign at any time without cause by giving at least sixty (60) days' prior written notice to the Owner Participant, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect), such resignation to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereof. In addition, the Owner Participant may at any time remove the Owner Trustee without cause by a notice in writing delivered to the Owner Trustee, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect), such removal to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 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. If a successor Owner Trustee shall not have been appointed within thirty (30) days after such notice of resignation or removal, the Owner Trustee, the Owner Participant, Lessee or 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.

Resignation or Removal. The Owner Trustee or any successor Owner Trustee (i) shall resign if required to do so pursuant to Section 8(c) 9.3 of the Participation Agreement and (ii) may resign at any time without cause by giving at least sixty (60) days' 60 days prior written notice to the Owner Participant, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) Participant and Lessee (so long as the Lease is in effect)Lessee, such resignation to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereof). In addition, subject to Article XII and subject to Section 6.2.2 of the Participation Agreement, Owner Participant may at any time remove the Owner Trustee without cause by a notice in writing delivered 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, at any time when the Indenture Aircraft is registered in a 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 a manner that (so long as 1) would violate the Lien laws, regulations, court orders, or lawful directions of a government agency; (2) is outside the scope of Owner Trustee’s authority; (3) is contrary to its obligations under this Trust Indenture has not been fully dischargedAgreement; or (4) is the subject of a mere disagreement between Owner Trustee and Lessee (so long as the Lease is in effect), Owner Participant. Any such removal to will be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereof). In the case of the resignation or removal of the 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 Participant with the Owner Participantprior written consent of Lessee, such consent not to be unreasonably withheld; provided that, if an Event of Default shall have occurred and be continuing, then no such prior written consent of Lessee shall be so required. If a successor Owner Trustee shall not have been appointed within thirty (30) 30 days after such notice of resignation or removal, the Owner Trustee, the Owner Participant, Trustee or Lessee or 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.provided within one year from the date of the appointment by such 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. The Owner Trustee or any successor Owner Trustee (i) shall resign if required to do so pursuant to Section 8(c5.02(b) of the Participation Agreement and (ii) may resign at any time without cause by giving at least sixty (60) days' 60 days prior written notice to the Owner Participant, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) Participant and Lessee (so long as the Lease is in effect)Lessee, such resignation to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereof8.01(b). In addition, the Owner Participant may at any time remove the Owner Trustee Trustee, or revoke the trusts created by this Trust Agreement, in either case with or without cause by a notice in writing delivered to the Owner Trustee, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect), Lessee. Any such removal to shall be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereof8.01(b). 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 Participantin writing. If a successor Owner Trustee shall not have been appointed within thirty (30) 30 days after such notice of 11 resignation or removal, the Owner Trustee, the Owner Participant, Lessee or 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 providedprovided within one year from the date of the appointment by such court.

Resignation or Removal. The Owner Trustee or any successor Owner Trustee (i) shall resign if required to do so pursuant to Section 8(c8(b) of the Participation Agreement and (ii) may resign at any time without cause by giving at least sixty (60) 60 days' prior written notice to the Owner Participant, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect)Lessee, such resignation to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereof. In addition, the Owner Participant may at any time remove the Owner Trustee with or without cause by a notice in writing delivered to the Owner Trustee, the Holders, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect)Lessee, such removal to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereof. In the case of the removal or resignation or removal of the Owner Trustee, the Owner Participant may may, after consultation in good faith with Lessee, appoint a successor Owner Trustee by an instrument signed by the Owner Participant. If a successor Owner Trustee shall not have been appointed within thirty (30) 30 days after such notice of resignation or removal, the Owner Trustee, the Owner Participant, Lessee or 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.

Resignation or Removal. The Owner Trustee or any successor Owner --------- ---------------------- Trustee (i) shall resign if required to do so pursuant to Section 8(c5.02(b) of the Participation Agreement and (ii) may resign at any time without cause by giving at least sixty (60) days' 60 days prior written notice to the Owner Participant, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect)Lessee, such resignation to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereof). In addition, the Owner Participant may at any time remove the Owner Trustee Trustee, or revoke the trusts created by this Trust Agreement, in either case with or without cause by a notice in writing delivered to the Owner Trustee, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect), Lessee. Any such removal to shall be effective upon the acceptance of appointment by the successor Owner Trustee under Section 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 Participantin writing. If a successor Owner Trustee shall not have been appointed within thirty (30) 30 days after such notice of resignation or removal, the Owner Trustee, the Owner Participant, Lessee Trustee or 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 providedprovided within one year from the date of the appointment by such court.

Resignation or Removal. The Owner Indenture Trustee or any successor Owner Trustee (i) shall resign if required to do so pursuant to Section 8(c) of the Participation Agreement and (ii) thereto may resign at any time with or without cause by giving at least sixty thirty (6030) days' prior written notice to the Owner Lessor, the Owner Participant, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) Facility Lessees and Lessee (so long as the Lease is in effect)each Noteholder, such resignation to be effective upon on the acceptance of appointment by the successor Owner Indenture Trustee under Section 9.01(bpursuant to the provisions of subsection (b) hereofbelow. In addition, the Owner Participant a Majority in Interest of Noteholders may at any time remove the Owner Indenture Trustee with or without cause by a notice an instrument in writing delivered to the Owner Lessor, the Owner Participant and the Indenture Trustee, and the Indenture Trustee (so long as Owner Lessor shall give prompt written notification thereof to each Noteholder and the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect), such Facility Lessees. Such removal to will be effective upon on the acceptance of appointment by the successor Owner Indenture Trustee under Section 9.01(bpursuant to the provisions of subsection (b) hereofbelow. In the case of the resignation or removal of the Owner Indenture Trustee, the Owner Participant a Majority in Interest of Noteholders may appoint a successor Owner Indenture Trustee by an instrument signed by the Owner Participantsuch holders. If a successor Owner Indenture Trustee shall not have been appointed within thirty (30) days after such notice of resignation or removal, the Owner Trustee, the Owner Participant, Lessee or the Indenture Trustee or any 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 Trustee appointed as above provided.act

Resignation or Removal. The Owner Trustee or any successor Owner Trustee Trustee (i) shall resign if required to do so pursuant to Section 8(c) of the Participation Agreement and (ii) may resign at any time without cause by giving at least sixty (60) days' prior written notice to the Owner ParticipantTrustor, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect), such resignation to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereof. In addition, the Owner Participant Trustor may at any time remove the Owner Trustee without cause by a notice in writing delivered to the Owner Trustee, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect), such removal to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereof. In the case of the resignation or removal of the Owner Trustee, the Owner Participant Trustor may appoint a successor Owner Trustee by an instrument signed by the Owner ParticipantTrustor. If a successor Owner Trustee shall not have been appointed within thirty (30) days after such notice of resignation or removal, the Owner Trustee, the Owner ParticipantTrustor, Lessee or 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.

Resignation or Removal. The Owner Trustee or any successor Owner Trustee (i) shall resign if required to do so pursuant to Section 8(c5.02(b) of the Participation Agreement and (ii) may resign at any time without cause by giving at least sixty (60) days' 60 days prior written notice to the Owner Participant, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect)Lessee, such resignation to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereof). In addition, the Owner Participant may at any time remove the Owner Trustee Trustee, or revoke the trusts created by this Trust Agreement, in either case with or without cause by a notice in writing delivered to the Owner Trustee, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect), Lessee. Any such removal to shall be effective upon the acceptance of appointment by the successor Owner Trustee under Section 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 Participantin writing. If a successor Owner Trustee shall not have been appointed within thirty (30) 30 days after such notice of resignation or removal, the Owner Trustee, the Owner Participant, Lessee Trustee or 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 providedprovided within one year from the date of the appointment by such court.

Resignation or Removal. The Owner Lease Indenture Trustee or any successor Owner Trustee (i) shall resign if required to do so pursuant to Section 8(c) of the Participation Agreement and (ii) ---------------------- thereto may resign at any time with or without cause by giving at least sixty thirty (6030) days' prior written notice to the Owner Lessor, the Owner Participant, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) Facility Lessee and Lessee (so long as the Lease is in effect)each Noteholder, such resignation to be effective upon on the acceptance of appointment by the successor Owner Lease Indenture Trustee under pursuant to the provisions of Section 9.01(b7.1(b) hereofbelow. In addition, the Owner Participant a Majority in Interest of Noteholders may at any time remove the Owner 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, and the Indenture Trustee (so long as Owner Lessor shall give prompt written notification thereof to each Noteholder and the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect), such Facility Lessee. Such removal to will be effective upon on the acceptance of appointment by the successor Owner Lease Indenture Trustee under pursuant to the provisions of Section 9.01(b7.1(b) hereofbelow. In the case of the resignation or removal of the Owner Lease Indenture Trustee, the Owner Participant a Majority in Interest of Noteholders may appoint a successor Owner Lease Indenture Trustee by an instrument signed by the Owner Participantsuch Noteholders. If a successor Owner Lease Indenture Trustee shall not have been appointed within thirty (30) days after such notice of resignation or removal, the Owner Trustee, the Owner Participant, Lessee or the Lease Indenture Trustee or any 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.

Resignation or Removal. The Owner Trustee or any successor Owner Trustee (i) shall resign if required to do so pursuant to Section 8(c) 13.3 of the Participation Agreement and (ii) may resign at any time without cause by giving at least sixty (60) 60 days' prior written notice to the Owner Participant, the Indenture Lender, Security Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect)Lessee, such resignation to be effective upon the acceptance of appointment by the successor Owner Trustee under Section SECTION 9.01(b) hereof). In addition, the Owner Participant may at any time remove the Owner Trustee without with cause by a notice in writing delivered to the Owner Trustee, the Indenture Lender, Security Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect)Lessee, such removal to be effective upon the acceptance of appointment by the successor Owner Trustee under Section SECTION 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. If a successor Owner Trustee shall not have been appointed within thirty (30) 30 days after such notice of resignation or removal, the Owner Trustee, the Owner Participant, Participant or Lessee or 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 by Owner Participant as above provided. Any entity becoming a successor Owner Trustee hereunder shall be deemed the "Owner Trustee" for all purposes hereof, and each reference herein to Owner Trustee shall thereafter be deemed a reference to such entity.

Resignation or Removal. The Owner Trustee or any successor Owner Trustee (ia) shall resign if required to do so pursuant to Section 8(c) 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 (iib) may resign at any time without cause by giving at least sixty (60) 60 days' prior written notice to the Owner Participant, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) Mortgagee and Lessee (so long as the Lease is in effect)Lessee, such resignation to be effective upon the acceptance assumption of appointment the trusts hereunder by the successor Owner Trustee under Section 9.01(b) hereof9.1.2. In addition, the [subject to Section 12.1(b), Owner Participant may at any time remove the Owner Trustee, but only with](14) [Owner Participant may at any time remove Owner Trustee without with or without](15) cause by a notice in writing delivered to the Owner Trustee, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) Mortgagee and Lessee (so long as the Lease is in effect)Lessee, such removal to be effective upon the acceptance assumption of appointment the trusts hereunder by the successor Owner Trustee under Section 9.01(b) hereof9.1.2 [, 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)](16). 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 thirty (30) 30 days after such notice of resignation or removal, the Owner Trustee, the Owner Participant, Lessee or the Indenture Trustee 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 providedprovided within one year from the date of the appointment by such court.

Resignation or Removal. The Owner Subject to Section 2.5(d) hereof, any Trustee or any successor Owner Trustee (i) shall resign if required to do so pursuant to Section 8(c) of the Participation Agreement and (ii) trustee may resign at any time without cause by giving at least sixty (60) days' prior written notice to the Owner Participantand, during the Indenture Trustee (so long as the Lien period while any Bonds are outstanding and until all of the Trust Indenture has not obligations of MP-LLC under the Indentures or the Bonds have been indefeasibly and fully discharged) and Lessee (so long as the Lease is in effect)satisfied, to MP-LLC, such resignation to be effective upon the acceptance of appointment by the successor Owner Trustee trustee under Section 9.01(b) hereof8.1(b). In addition, subject to Section 2.5(d) hereof, the Owner Participant may at any time remove the Owner Business Trustee without cause by a notice in writing delivered to the Owner TrusteeBusiness Trustee and, during the Indenture Trustee (so long as the Lien period while any Bonds are outstanding and until all of the Trust Indenture has not obligations of MP-LLC under the Indentures or the Bonds have been indefeasibly and fully discharged) and Lessee (so long as the Lease is in effect)satisfied, to MP-LLC, such removal to be effective upon the acceptance of appointment by the successor Owner Trustee trustee under Section 9.01(b) hereof8.1(b), but in no event shall such removal cause a termination of the Trust. In the case of the resignation or removal of the Owner Business Trustee or the Delaware Trustee, the Owner Participant may appoint a successor Owner Trustee trustee by an instrument in writing signed by the Owner ParticipantOwner. If a successor Owner Trustee trustee shall not have been appointed within thirty (30) days after such notice of resignation or removal, the Owner removal of such Trustee, then such Trustee or, during the Owner Participant, Lessee period while any Bonds are outstanding and until all of the obligations of MP-LLC under the Indentures or the Indenture Trustee Bonds have been indefeasibly and fully satisfied, 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.

Resignation or Removal. The Owner Trustee or any successor --------- ---------------------- Owner Trustee (i) shall resign if required to do so pursuant to Section 8(c5.02(b) of the Participation Agreement and (ii) may resign at any time without cause by giving at least sixty (60) days' 60 days prior written notice to the Owner Participant, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect)Lessee, such resignation to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereof). In addition, the Owner Participant may at any time remove the Owner Trustee Trustee, or revoke the trusts created by this Trust Agreement, in either case with or without cause by a notice in writing delivered to the Owner Trustee, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect), Lessee. Any such removal to shall be effective upon the acceptance of appointment by the successor Owner Trustee under Section 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 Participantin writing. If a successor Owner Trustee shall not have been appointed within thirty (30) 30 days after such notice of resignation or removal, the Owner Trustee, the Owner Participant, Lessee Trustee or 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 providedprovided within one year from the date of the appointment by such court.

Resignation or Removal. The Owner Trustee or any successor Owner Trustee (ia) shall resign if required to do so pursuant to Section 8(c) 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 (iib) may resign at any time without cause by giving at least sixty (60) 60 days' ’ prior written notice to the Owner Participant, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) Mortgagee and Lessee (so long as the Lease is in effect)Lessee, such resignation to be effective upon the acceptance assumption of appointment the trusts hereunder by the successor Owner Trustee under Section 9.01(b) hereof9.1.2. In addition, the [subject to Section 12.1(b), Owner Participant may at any time remove the Owner Trustee, but only with]14[Owner Participant may at any time remove Owner Trustee without with or without]15 cause by a notice in writing delivered to the Owner Trustee, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) Mortgagee and Lessee (so long as the Lease is in effect)Lessee, such removal to be effective upon the acceptance assumption of appointment the trusts hereunder by the successor Owner Trustee under Section 9.01(b) hereof9.1.2 [, 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)]16. 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 thirty (30) 30 days after such notice of resignation or removal, the Owner Trustee, the Owner Participant, Lessee or the Indenture Trustee 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 providedprovided within one year from the date of the appointment by such court.

Resignation or Removal. The Owner Trustee or any successor Owner Trustee (i) shall resign if required to do so pursuant to Section 8(c8(b) of the Participation Agreement and (ii) may resign at any time without cause by giving at least sixty (60) 60 days' prior written notice to the Owner TRUST AGREEMENT [N620SW] -11- 17 Participant, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect)Lessee, such resignation to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereof. In addition, the Owner Participant may at any time remove the Owner Trustee with or without cause by a notice in writing delivered to the Owner Trustee, the Holders, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect)Lessee, such removal to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereof. In the case of the removal or resignation or removal of the Owner Trustee, the Owner Participant may may, after consultation in good faith with Lessee, appoint a successor Owner Trustee by an instrument signed by the Owner Participant. If a successor Owner Trustee shall not have been appointed within thirty (30) 30 days after such notice of resignation or removal, the Owner Trustee, the Owner Participant, Lessee or 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.

Resignation or Removal. The Owner Indenture Trustee or any successor Owner Trustee (i) shall resign if required to do so pursuant to Section 8(c) of the Participation Agreement and (ii) thereto may resign at any time with or without cause by giving at least sixty (60) 30 days' prior written notice to the Owner Trust, the Owner Participant, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) Lessee and Lessee (so long as the Lease is in effect)each Noteholder, such resignation to be effective upon on the acceptance of appointment by the successor Owner to the Indenture Trustee under Section 9.01(bpursuant to the provisions of subsection (b) hereofbelow. In addition, a Majority in Interest in the Owner Participant Noteholders may at any time remove the Owner 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, and the Indenture Trustee (so long as Owner Trust shall give prompt written notification thereof to each Noteholder and the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect), such Lessee. Such removal to will be effective upon on the acceptance of appointment by the successor Owner Indenture Trustee under Section 9.01(bpursuant to the provisions of subsection (b) hereofbelow. In the case of the resignation or removal of the Owner Indenture Trustee, the Owner Participant a Majority in Interest of Noteholders may appoint a successor Owner Indenture Trustee by an instrument signed by the Owner Participantsuch holders. If a successor Owner Indenture Trustee shall not have been appointed within thirty (30) 30 days after such notice of resignation or removal, the Owner Trustee, the Owner Participant, Lessee or the Indenture Trustee or any 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.

Resignation or Removal. The Owner Either of the Indenture Trustee or the Account Bank or any successor Owner Trustee (i) shall resign if required to do so pursuant to Section 8(c) of the Participation Agreement and (ii) thereto may resign at any time with or without cause by giving at least sixty thirty (6030) days' ’ prior written notice to the Lessor, the Owner Participant, the Lessee and each Noteholder, such resignation to be effective on the acceptance of appointment by the successor Indenture Trustee or Account Bank pursuant to the provisions of subsection (b) below. In addition, a Majority in Interest of Noteholders may at any time remove the Indenture Trustee or the Account Bank with cause by an instrument in writing delivered to the Lessee, the Lessor, the Owner Participant, the Indenture Trustee (so long as and the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect), such resignation to Account Bank. Such removal will be effective upon on the acceptance of appointment by the successor Owner Indenture Trustee under Section 9.01(b) hereof. In addition, the Owner Participant may at any time remove the Owner Trustee without cause by a notice in writing delivered or Account Bank pursuant to the Owner Trustee, the Indenture Trustee provisions of subsection (so long as the Lien of the Trust Indenture has not been fully dischargedb) and Lessee (so long as the Lease is in effect), such removal to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereofbelow. In the case of the resignation or removal of the Owner TrusteeIndenture Trustee or Account Bank, the 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 the Owner Participantsuch holders. If a successor Owner Indenture Trustee or Account Bank shall not have been appointed within thirty (30) days after such notice of resignation or removal, the Owner Indenture Trustee, the Owner Participant, Lessee Account Bank or the Indenture Trustee any 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.

Resignation or Removal. The Owner Trustee or any successor Owner Trustee (i) shall resign if required to do so pursuant to Section 8(c6.01(e) of the Participation Agreement and (ii) may resign at any time without cause by giving at least sixty (60) days' prior written notice to the Owner Participant, the Indenture Loan Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect), such resignation to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereof. In addition, the Owner Participant may at any time remove the Owner Trustee without cause by a notice in writing delivered to the Owner Trustee, the Indenture Loan Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect), such removal to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereof. In the case of the resignation or removal of the Owner Trustee, the Owner Participant may shall appoint a successor Owner Trustee by an instrument signed by the Owner Participant. If a successor Owner Trustee shall not have been appointed within thirty (30) days after such notice of resignation or removal, the Owner Trustee, the Owner Participant, Lessee or the Indenture Loan 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.

Resignation or Removal. The Owner Trustee or any successor Owner --------- Trustee (i) shall resign if required to do so pursuant to Section 8(c5.02(b) of the Participation Agreement and (ii) may resign at any time without cause by giving at least sixty (60) days' 60 days prior written notice to the Owner Participant, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect)Lessee, such resignation to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereof). In addition, the Owner Participant may at any time remove the Owner Trustee Trustee, or revoke the trusts created by this Trust Agreement, in either case with or without cause by a notice in writing delivered to the Owner Trustee, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect), Lessee. Any such removal to shall be effective upon the acceptance of appointment by the successor Owner Trustee under Section 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 Participantin writing. If a successor Owner Trustee shall not have been appointed within thirty (30) 30 days after such notice of resignation or removal, the Owner Trustee, the Owner Participant, Lessee Trustee or 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 providedprovided within one year from the date of the appointment by such court.

Resignation or Removal. The Owner Indenture Trustee or any successor Owner Trustee (i) shall resign if required to do so pursuant to Section 8(c) of the Participation Agreement and (ii) thereto may resign at any time with or without cause by giving at least sixty (60) 30 days' prior written notice to the Owner Trust, the Owner Participant, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) Lessee and Lessee (so long as the Lease is in effect)each Noteholder, such resignation to be effective upon on the acceptance of appointment by the successor Owner to the Indenture Trustee under Section 9.01(bpursuant to the provisions of subsection (b) hereofbelow. In addition, a Majority in Interest in the Owner Participant Noteholders may at any time remove the Owner Indenture Trustee with or without cause by a notice an instrument in 40 45 writing delivered to the Owner Trust, the Owner Participant and the Indenture Trustee, and the Indenture Trustee (so long as Owner Trust shall give prompt written notification thereof to each Noteholder and the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect), such Lessee. Such removal to will be effective upon on the acceptance of appointment by the successor Owner Indenture Trustee under Section 9.01(bpursuant to the provisions of subsection (b) hereofbelow. In the case of the resignation or removal of the Owner Indenture Trustee, the Owner Participant a Majority in Interest of Noteholders may appoint a successor Owner Indenture Trustee by an instrument signed by the Owner Participantsuch holders. If a successor Owner Indenture Trustee shall not have been appointed within thirty (30) 30 days after such notice of resignation or removal, the Owner Trustee, the Owner Participant, Lessee or the Indenture Trustee or any 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.

Resignation or Removal. The Owner Trustee or any successor Owner Trustee (i) shall resign if required to do so pursuant to Section 8(c8(b) of the Participation Agreement and (ii) may resign at any time without cause by giving at least sixty (60) 60 days' prior written notice to the Owner Participant, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect)Lessee, such resignation to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereof. In addition, the Owner Participant may at any time remove the Owner Trustee with or without cause by a notice in writing delivered to the Owner Trustee, the Holders, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect)Lessee, such removal to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereof. In the case of the removal or resignation or removal of the Owner Trustee, the Owner Participant may may, after consultation in good faith with Lessee, appoint a successor Owner Trustee by an instrument signed by the Owner Participant. If a successor Owner Trustee shall not have been appointed within thirty (30) 30 days after such notice of resignation or removal, the Owner Trustee, the Owner Participant, Lessee or the Indenture Trustee may apply to any court of competent jurisdiction to appoint a TRUST AGREEMENT [N396SW] -12- 18 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.

Resignation or Removal. The Owner Trustee or any successor Owner Trustee (i) shall resign if required to do so pursuant to Section 8(c8(b) of the Participation Agreement and (ii) may resign at any time without cause by giving at least sixty (60) 60 days' prior written notice to the each Owner Participant, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect)Lessee, such resignation to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereof. In addition, the a Majority in Interest of Owner Participant Participants may at any time remove the Owner Trustee without cause by a notice in writing delivered to the Owner Trustee, all other Owner Participants, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect)Lessee, such removal to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereof. In the case of the resignation or removal of the Owner Trustee, the a Majority in Interest of Owner Participant Participants may appoint a successor Owner Trustee by an instrument signed by the such Owner ParticipantParticipants, such successor to be approved by Lessee (which approval shall not be unreasonably withheld). If a successor Owner Trustee shall not have been appointed within thirty (30) 30 days after such notice of resignation or removal, the Owner Trustee, the any Owner Participant, Lessee or 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.

Resignation or Removal. The Owner Lease Indenture Trustee or any successor Owner Trustee (i) shall resign if required to do so pursuant to Section 8(c) of the Participation Agreement and (ii) thereto may resign at any time with or without cause by giving at least sixty thirty (6030) days' prior written notice to the Owner Lessor, the Owner Participant, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) Facility Lessee and Lessee (so long as the Lease is in effect)each Noteholder, such resignation to be effective upon on the acceptance of appointment by the successor Owner Lease Indenture Trustee under Section 9.01(bpursuant to the provisions of subsection (b) hereofbelow. In addition, the Owner Participant a Majority in Interest of 39 44 Noteholders may at any time remove the Owner 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, and the Indenture Trustee (so long as Owner Lessor shall give prompt written notification thereof to each Noteholder and the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect), such Facility Lessee. Such removal to will be effective upon on the acceptance of appointment by the successor Owner Lease Indenture Trustee under Section 9.01(bpursuant to the provisions of subsection (b) hereofbelow. In the case of the resignation or removal of the Owner Lease Indenture Trustee, the Owner Participant a Majority in Interest of Noteholders may appoint a successor Owner Lease Indenture Trustee by an instrument signed by the Owner Participantsuch holders. If a successor Owner Lease Indenture Trustee shall not have been appointed within thirty (30) days after such notice of resignation or removal, the Owner Trustee, the Owner Participant, Lessee or the Lease Indenture Trustee or any 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.

Resignation or Removal. The Owner Trustee or any successor Owner Trustee (i) shall resign if required to do so pursuant to Section 8(c) of the Participation Agreement and (ii) may resign at any time without cause by giving at least sixty (60) 60 days' prior written notice to the Owner Participant, the Indenture Loan Trustee (so long as and the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect)Lessee, such resignation to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b9.1(b) hereof. In addition, the Owner Participant may at any time remove the Owner Trustee without cause by a notice in writing delivered to the Owner Trustee, the Indenture Loan Trustee (so long as and the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect)Lessee, such removal to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b9.1(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. If a successor Owner Trustee shall not have been appointed within thirty (30) 30 days after such notice of resignation or removal, the Owner Trustee, the Owner Participant, Lessee the Loan Trustee or the Indenture Trustee Lessee 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 providedprovided within one year from the date of 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. The Owner Trustee or any successor Owner Trustee (i) shall resign if required to do so pursuant to Section 8(c) of the Participation Agreement and (ii) may resign at any time without cause by giving at least sixty (60) days' prior written notice ---------------------- to the Owner ParticipantCompany, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect), such resignation to which shall be effective upon receipt unless a different effective date is agreed to by the acceptance board of directors of the 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 Trustee has 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 the event of the death, incapacity, removal or resignation of a Trustee, the board of directors of the Company may appoint a successor Trustee. Such successor Trustee, upon accepting such appointment by the successor Owner Trustee under Section 9.01(b) hereof. In addition, the Owner Participant may at any time remove the Owner Trustee without cause by a notice an instrument in writing delivered to the Owner Company, shall, without further act, become invested with all the estate, rights, powers, discretion and duties of the predecessor Trustee, the Indenture Trustee (so long with similar effect as if originally named as the Lien of the Trustee in this Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect), such removal to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereofAgreement. In the case of the Upon resignation or removal of a Trustee and upon written notice to such former Trustee of the Owner Trustee, the Owner Participant may appoint appointment of a successor Owner Trustee by an instrument signed by the Owner Participant. If a successor Owner Trustee shall not have been appointed within thirty (30) days after such notice of resignation or removal, the Owner Trustee, the Owner Participant, Lessee or 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 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 providedupon the Trust Fund for compensation or expenses.

Resignation or Removal. The Owner Indenture Trustee or any successor Owner Trustee (i) shall resign if required to do so pursuant to Section 8(c) of the Participation Agreement and (ii) thereto may resign at any time with or without cause by giving at least sixty thirty (6030) days' prior written notice to the Owner Trustee, Owner Participant, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) Lessee and Lessee (so long as the Lease is in effect)each Noteholder, such resignation to be effective upon on the acceptance of appointment by the successor Owner Indenture Trustee under Section 9.01(bpursuant to the provisions of subsection (b) hereofbelow. In addition, the Owner Participant a Majority in Interest of Noteholders may at any time remove the Owner Indenture Trustee with or without cause by a notice an instrument in writing delivered to the Owner Trustee, the Owner Participant and Indenture Trustee, and Owner Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) shall give prompt written notification thereof to each Noteholder and Lessee (so long as the Lease is in effect), such Lessee. Such removal to will be effective upon on the acceptance of appointment by the successor Owner Indenture Trustee under Section 9.01(bpursuant to the provisions of subsection (b) hereofbelow. In the case of the resignation or removal of the Owner Indenture Trustee, the Owner Participant a Majority in Interest of Noteholders may appoint a successor Owner Indenture Trustee by an instrument signed by the Owner Participantsuch holders. If a successor Owner Indenture Trustee shall not have been appointed within thirty (30) days after such notice of resignation or removal, the Owner Trustee, the Owner Participant, Lessee or the Indenture Trustee or any 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.

Resignation or Removal. The Owner Lease Indenture Trustee or any successor Owner Trustee (i) shall resign if required to do so pursuant to Section 8(c) of the Participation Agreement and (ii) thereto may resign at any time with or without cause by giving at least sixty thirty (6030) days' prior written notice to the Owner Lessor, the Owner Participant, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) Facility Lessee and Lessee (so long as the Lease is in effect)each Noteholder, such resignation to be effective upon on the acceptance of appointment by the successor Owner Lease Indenture Trustee under Section 9.01(bpursuant to the provisions of subsection (b) hereofbelow. In addition, the Owner Participant a Majority in Interest of Noteholders may at any time remove the Owner 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, and the Indenture Trustee (so long as Owner Lessor shall give prompt written notification thereof to each Noteholder and the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect), such Facility Lessee. Such removal to will be effective upon on the acceptance of appointment by the successor Owner Lease Indenture Trustee under Section 9.01(bpursuant to the provisions of subsection (b) hereofbelow. In the case of the resignation or removal of the Owner Lease Indenture Trustee, the Owner Participant a Majority in Interest of Noteholders may appoint a successor Owner Lease Indenture Trustee by an instrument signed by the Owner Participantsuch holders. If a successor Owner Lease Indenture Trustee shall not have been appointed within thirty (30) days after such notice of resignation or removal, the Owner Trustee, the Owner Participant, Lessee or the Lease Indenture Trustee or any 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.

Resignation or Removal. The Owner Trustee or any successor Owner Trustee (i) shall resign if required to do so pursuant to Section 8(c8(b) of the Participation Agreement and (ii) may resign at any time without cause by giving at least sixty (60) 60 days' prior written notice to the Owner Participant, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect)Lessee, such resignation to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b) hereof. In addition, the Owner Participant may at any time remove the Owner Trustee with or without cause by a notice in writing delivered to the Owner Trustee, the Holders, the Indenture Trustee (so long as the Lien of the Trust Indenture has not been fully discharged) and Lessee (so long as the Lease is in effect)Lessee, such removal to be effective upon the acceptance of appointment by the successor Owner Trustee TRUST AGREEMENT [N604SW] -11- 17 under Section 9.01(b) hereof. In the case of the removal or resignation or removal of the Owner Trustee, the Owner Participant may may, after consultation in good faith with Lessee, appoint a successor Owner Trustee by an instrument signed by the Owner Participant. If a successor Owner Trustee shall not have been appointed within thirty (30) 30 days after such notice of resignation or removal, the Owner Trustee, the Owner Participant, Lessee or 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.