Common use of Appointment of Successor Trustee Clause in Contracts

Appointment of Successor Trustee. In the event of the death (in the case of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereof, a successor Trustee may be appointed either by (a) unanimous vote of the Trust Advisory Board, subject to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of such predecessor Trustee.

Appointment of Successor Trustee. In the event of the death (in resignation or removal of the case of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetencyTrustee, or removal pursuant in any other event in which the Trustee ceases to Section 7(a) hereofact, a successor Trustee trustee may be appointed either by (a) unanimous vote of the Trust Advisory Board, subject Company by instrument in writing delivered to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon accepted by the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plantrustee; provided, however, that following a removed or resigning Trustee (or Change of Control, the representative designation of a deceased or dissolved Trustee) shall, nevertheless, when requested successor trustee shall be approved in writing by two-thirds of the Participants to whom additional Benefits are payable pursuant to a Payment Schedule then in effect. The Recordkeeper shall be solely responsible for obtaining and tabulating such approvals and the Trustee may rely conclusively on information received from the Recordkeeper. Notice of such appointment and approval, if applicable, will be given by the Recordkeeper to the retiring trustee, and the successor Trustee, execute and trustee will deliver to the retiring trustee an instrument in writing accepting such appointment. Notwithstanding the foregoing, if no appointment and approval, if applicable, of a successor trustee is made by the Company within a reasonable time after such a resignation, removal or instruments conveying other event, any court of competent jurisdiction may appoint a successor trustee after such notice, if any, solely to the Company and transferring the retiring trustee, as such court may deem suitable and proper. In the event of such resignation, removal or other event, the retiring trustee or its successors and assigns shall file with the Company a final account to which the provisions of Section 5.8 hereof relating to annual accounts shall apply. In the event of the appointment of a successor trustee, such successor Trustee under trustee will succeed to all the Litigation Trustright, or confirming the conveyance title and transfer thereto estate of, and will be, the Trustee; and the retiring trustee will after the settlement of its final account and the receipt of any compensation or expenses due it, deliver the Trust Fund to the successor trustee together with all such instruments of transfer, conveyance, assignment and further assurance as the estates, properties, rights, powers, and privileges successor trustee may reasonably require. The retiring trustee will retain a lien upon the Trust Fund to secure all amounts due the retiring trustee pursuant to the provisions of such predecessor Trusteethis Trust Agreement.

Appointment of Successor Trustee. In case the event Trustee shall be dissolved, fail to comply with Section 7.13 hereof or otherwise become incapable of acting hereunder, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, the Corporation, by a Board Resolution, may remove the Trustee. If the Trustee fails to comply with Section 7.13 hereof, any Noteholder may petition any court of competent jurisdiction for the removal of the death (Trustee and the appointment of a successor Trustee. No resignation or removal of the Trustee, and no appointment of a successor trustee, pursuant to the provisions of this Article Seven shall become effective until the acceptance of appointment by the successor trustee under Section 7.9 hereof. If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the case office of Trustee for any cause, the Corporation, by a Board Resolution, shall promptly appoint a successor trustee. If, within one (1) year of such resignation, removal or incapability, or the occurrence of such vacancy, the Holders of a majority in aggregate Principal Amount of the then Outstanding Notes, by an instrument or concurrent instruments in writing signed by such Holders, or by their attorney-in-fact duly authorized, appoint a successor, such successor shall, upon its acceptance of such appointment, supersede the successor appointed by the Corporation. If no successor trustee has been appointed and accepted appointment as herein provided after sixty (60) days from the mailing of notice of resignation by the Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to under Section 7(b) 7.6 hereof, incompetencyor from the date the Trustee is removed or otherwise incapable of acting hereunder, or removal pursuant any Beneficiary may petition a court of competent jurisdiction to Section 7(a) hereof, appoint a successor trustee. No appointment of a successor Trustee may shall be appointed either by (a) unanimous vote effective without the written consent of all Other Beneficiaries, which consent shall not be unreasonably withheld. The Corporation shall promptly notify any Paying Agent, Authenticating Agent, Deposit Agent, Remarketing Agent and Depositary as to the appointment of any successor trustee and shall promptly cause written notice of such appointment to be given to all Noteholders and Other Beneficiaries in the manner provided in Section 13.4 hereof, which notice shall include the address of the Trust Advisory Board, subject to the approval Principal Office of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of such predecessor Trusteetrustee.

Appointment of Successor Trustee. In the event of the death (in resignation or removal of the case of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetencyTrustee, or removal pursuant in any other event in which the Trustee ceases to Section 7(a) hereofact, a successor Trustee trustee may be appointed either by (a) unanimous vote the Company by instrument in writing delivered to and accepted by the successor trustee. Notice of such appointment and approval, if applicable, will be given by the Trust Advisory Board, subject Company to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledgeretiring trustee, and the successor trustee will deliver to the Bankruptcy Court retiring trustee an instrument in writing accepting such appointment. Notwithstanding the foregoing, if no appointment and to a removed or resigning Trustee (or the representative approval, if applicable, of a deceased successor trustee is made by the Company within a reasonable time after such a resignation, removal or dissolved Trustee) an instrument accepting other event, any court of competent jurisdiction may appoint a successor trustee after such notice, if any, solely to the Company and the retiring trustee, as such court may deem suitable and proper. In the event of such resignation, removal or other event, the retiring trustee or its successors and assigns shall file with the Company a final account to which the provisions of Section 6.6 hereof relating to annual accounts shall apply. In the event of the appointment under this Litigation Trust Agreement of a successor trustee, such successor trustee will succeed to all the right, title and agreeing to be bound heretoestate of, and thereupon will be, the Trustee; and the retiring trustee will after the settlement of its final account and the receipt of any compensation or expenses due it, deliver the Trust Fund to the successor Trusteetrustee together with all such instruments of transfer, without any further act, deed, or conveyance, shall become vested with assignment and further assurance as the successor trustee may reasonably require. The retiring trustee will retain a lien upon the Trust Fund to secure all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee amounts due the retiring trustee pursuant to the provisions of this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of such predecessor TrusteeAgreement.

Appointment of Successor Trustee. In If the event Trustee resigns or is removed in accordance with Section 10 hereof, PWG, by action of the death (Committee, shall appoint a successor trustee reasonably acceptable to the Participant or Beneficiaries to act hereunder after the effective date of such removal or resignation. Each successor trustee shall have the powers and duties conferred upon the Trustee in this Trust Agreement, and the case term "Trustee" as used in this Trust Agreement shall be deemed to include any successor trustee. Upon designation or appointment of a successor trustee, the Trustee that is a natural person)shall transfer and deliver the Trust to the successor trustee, dissolution (reserving such sums as the Trustee shall deem necessary to defray its expenses in settling its accounts, to pay any of its compensation due and unpaid and to discharge any obligation of the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereof, a successor Trust for which the Trustee may be appointed either liable. Any amounts remaining shall be restored to the Trust by PWG with interest at 30-day treasury bill xxxe. If the sums so reserved are not sufficient for these purposes, the Trustee shall be entitled to recover the amount of any deficiency from PWG. When the Trust shall have been transferred and delivered to the successor trustee and the accounts of the Trustee have been settled as provided in Section 7 hereof, the Trustee shall be released and discharged from all further accountability or liability for the Trust (aexcept for any acts (other than any accounting) unanimous vote resulting from the gross negligence or willful misconduct of the Trustee during the period it was acting hereunder) and shall not be responsible in any way for the further disposition of the Trust Advisory Board, subject to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of such predecessor Trusteepart thereof.

Appointment of Successor Trustee. In case of the resignation or removal of the Trustee or in case a vacancy shall arise for any reason in the trusteeship of the Trust Fund, a successor trustee, which shall be a duly licensed and qualified trust company, shall be appointed by an instrument executed by the Company or, following any Event of Default (other than a first occurrence of a Failure to Pay Fees), by an instrument executed by the Company and the Participant (except to the extent prevented by applicable law in the event of an Insolvency of the Company). Acceptance of the appointment shall be evidenced in writing delivered by such successor trustee to the Company and the Participant. Any successor trustee who accepts such appointment shall thereupon become the “Trustee” for all purposes of this Trust Agreement after such date and thereafter shall have the same powers and duties as those conferred upon the Trustee hereunder and, upon acceptance of such appointment by the successor trustee, the Trustee shall assign, transfer and pay over to such successor trustee the funds and properties then constituting the Trust Fund, together with any and all records, books and documents in the Trustee’s possession pertaining to the Trust Fund. Upon such transfer, the Trustee shall be discharged from any liability, obligations and responsibility under the Trust Fund or in connection with the Plan arising after the date of transfer. The Trustee is authorized, however, to reserve such compensation and other expenses reasonably incurred in connection with the administration of the Trust to the date of the resignation or removal of the Trustee and any balance of such reserve remaining after the payment of such compensation and expenses shall be paid over to the successor trustee. In the event the Company or the Company and the Participant, as the case may be, should fail to appoint a successor trustee within sixty (60) days of the death (in the case of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereofof the Trustee then the Trustee, a successor Trustee may be appointed either by (a) unanimous vote at the expense of the Trust Advisory BoardFund, subject shall have the right to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such seek appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties trustee from a court of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of such predecessor Trusteecompetent jurisdiction.

Appointment of Successor Trustee. In case the event Trustee hereunder shall resign or be removed, or be dissolved, or shall be in course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case it shall be taken under the death (in the case control of any public officer or officers, or of a Trustee that is a natural person), dissolution (in receiver appointed by the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereofcourt, a successor Trustee may be appointed either by (a) unanimous vote the holders of a majority in aggregate principal amount of Bonds outstanding hereunder, by an instrument or concurrent instruments in writing signed by such holders, or by their attorneys in fact, duly authorized; provided, nevertheless, that in case of such vacancy the Trust Advisory BoardAuthority, subject to the approval of the United States in consultation with Company, by an instrument executed and signed by the BeneficiariesExecutive Director, the Secretary or (b) order an Assistant Secretary of the Bankruptcy Court. Such vote or order Authority, shall specify the date on which appoint a temporary trustee to fill such appointment vacancy until a successor trustee shall be effectiveappointed by the Bondholders in the manner above provided; and any such temporary trustee so appointed by the Authority shall immediately and without further act be superseded by the trustee so appointed by such Bondholders. Every such temporary trustee and every such successor Trustee appointed hereunder trustee shall executebe a trust company or bank in good standing, acknowledge, having capital and deliver surplus of not less than $50,000,000. If no appointment of a successor trustee shall be made pursuant to the Bankruptcy foregoing provisions of this Section within 60 days after the Trustee shall have given the Authority written notice as provided in Section 11.6 or after a vacancy in the office of Trustee shall have occurred by removal or otherwise, the Trustee or a Bondholder may apply to any court of competent jurisdiction to appoint a successor trustee. Said Court and to may thereupon, after such notice, if any, as such court may deem proper, appoint a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of such predecessor Trusteetrustee.

Appointment of Successor Trustee. Except to the extent otherwise provided in Section 6.6, in the event of a vacancy in the position of Trustee or Delaware Trustee or if the Trustee or Delaware Trustee has given notice of its intention to resign, the holders of the majority of the Units present or represented at a meeting held in accordance with the requirements of Article VIII may appoint a successor Trustee or Delaware Trustee. Except to the extent otherwise provided in Section 6.6, nominees for appointment may be made by (a) the resigned, resigning or removed Trustee or Delaware Trustee, (b) any Unitholder or Unitholders owning of record at least twenty-five percent (25%) of the Units then outstanding or (c) Depositor. Any such successor Trustee shall be a bank or trust company having capital, surplus and undivided profits (as of the end of its last fiscal year prior to its appointment) of at least $100,000,000. Any successor Delaware Trustee shall be a bank or trust company having its principal place of business in the State of Delaware. In the event that a new Trustee or Delaware Trustee has not been approved within sixty (60) days after the notice of resignation, a vote of a majority of the death (holders of Units removing the Trustee or Delaware Trustee, or other occurrence of a vacancy in the case position of a Trustee that is a natural person), dissolution (in or the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereofDelaware Trustee, a successor Trustee or Delaware Trustee may be appointed either by any State or Federal District Court having jurisdiction in New York, New York or Wilmington, Delaware, upon the application of Depositor, Grantor, any Unitholder or the Trustee or Delaware Trustee tendering its resignation as Trustee or Delaware Trustee, and in the event any such application is filed, such court may appoint a temporary trustee (awhich shall not be required to meet the financial standards required for the appointment of a Trustee) unanimous vote at any time after such application is filed, which shall, pending the final appointment of a Trustee or Delaware Trustee, have such powers and duties as the court appointing such temporary trustee shall provide in its order of appointment, consistent with the provisions of this Agreement. Nothing herein shall prevent the same Person from serving as both the Delaware Trustee and the Trustee if it meets the qualifications thereof. Immediately upon the appointment of any successor Trustee or Delaware Trustee, all rights, titles, duties, powers and authority of the predecessor Trustee or Delaware Trustee hereunder (except for the predecessor Trustee’s or Delaware Trustee’s rights to amounts payable under Section 3.16(d), or Article VI or Article VII prior to the appointment of such successor Trustee or Delaware Trustee) shall be vested in and undertaken by the successor Trustee or Delaware Trustee, which shall be entitled to receive from the predecessor Trustee or Delaware Trustee all of the Trust Advisory Board, subject Estate held by it hereunder net of any amounts then owed to the approval predecessor Trustee or Delaware Trustee and all records and files in connection therewith. Any resigning or removed Trustee or Delaware Trustee shall account to its successor for its administration of the United States in consultation with the Beneficiaries, Trust. No successor Trustee or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment Delaware Trustee shall be effective. Every obligated to examine or seek alteration of any account of any preceding Trustee or Delaware Trustee, nor shall any successor Trustee appointed hereunder or Delaware Trustee be liable personally for failing to do so or for any act or omission of any preceding Trustee or Delaware Trustee. The preceding sentence shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the not prevent any successor Trustee, without Delaware Trustee or anyone else from taking any further act, deed, or conveyance, shall become vested action otherwise permissible in connection with all rights, powers, trusts, and duties of any such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of such predecessor Trusteeaccount.

Appointment of Successor Trustee. In case the event Trustee hereunder shall resign or be removed, or shall otherwise become incapable of acting hereunder, or in case it shall be taken under the death (in the case control of any public officer or officers or of a Trustee that is receiver appointed by a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereofcourt, a successor Trustee Trustee, approved in writing by the Credit Enhancer and the Borrower, may be appointed either by (a) unanimous vote the Owners of a majority in aggregate principal amount of Bonds then Outstanding, by an instrument or concurrent instruments in writing; provided, nevertheless, that in case of such vacancy the Issuer, by an instrument executed and signed by the Chairman of the Trust Advisory Board, subject to the approval Board of Directors of the United States in consultation with Issuer and attested by its Executive Director under its seal, may appoint a temporary Trustee, approved by the BeneficiariesCredit Enhancer, to fill such vacancy; or (b) order of if such vacancy has continued for 60 days, the Bankruptcy Court. Such vote or order shall specify Credit Enhancer and the date on which Borrower may appoint such appointment temporary Trustee, until a successor Trustee shall be effectiveappointed by the Bondowners in the manner above provided; and any such temporary Trustee so appointed by the Issuer or the Credit Enhancer shall immediately and without further acts be superseded by the successor Trustee so appointed by such Bondowners. Any successor Trustee or temporary Trustees must have the qualifications provided for in Section 906. Section 910. Vesting of Trusts in Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge, acknowledge and deliver to its predecessor and also to the Bankruptcy Court Issuer, the Credit Enhancer and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) Borrower an instrument in writing accepting the such appointment under this Litigation Trust Agreement and agreeing to be bound heretohereunder, and thereupon the such successor Trustee, without any further act, deed, or conveyance, shall become fully vested with all rightsthe trusts, powers, trustsrights, obligations, duties, remedies, immunities and duties privileges of its predecessor; but such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) predecessor shall, nevertheless, when requested in writing by on the successor Trusteewritten request of the Issuer, the Credit Enhancer or its successor, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estatestrusts, propertiespowers, rights, powersobligations, duties, remedies, immunities and privileges of such predecessor Trusteehereunder; and every predecessor Trustee shall deliver all securities and moneys and documents held by it as Trustee hereunder to its successor. Should any instrument in writing from the Issuer be required by any successor Trustee for more fully and certainly vesting in such successor the trusts, powers, rights, obligations, duties, remedies, immunities and privileges hereby vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Issuer.

Appointment of Successor Trustee. In If at any time the event Trustee shall resign, or shall be removed by the Corporation or otherwise, be dissolved or otherwise become incapable of acting, or the Bank acting as Trustee shall be taken over by any governmental official, agency, department or board, the position of Trustee shall thereupon become vacant. If the position of Trustee shall become vacant for any of the death (foregoing reasons or for any other reason, the Corporation shall appoint a Trustee to fill such vacancy. The Corporation shall publish notice of any such appointment once in each week for four successive weeks in a financial journal of general circulation published in the case State, which includes the Texas Bond Reporter, provided that no such publication is required if such notice is mailed to each Owner of record. At any time within six (6) months after any such vacancy shall have occurred and the Corporation has not taken action to appoint a Trustee for such vacancy, the Owners of a majority in Principal amount of the Obligations then Outstanding, by an instrument or concurrent instruments in writing, signed by such Owners or their attorneys in fact hereunto duly authorized and filed with the Corporation, may appoint a successor Trustee, which shall supersede any Trustee that is a natural person), dissolution (in theretofore appointed by the case Corporation. Photostatic copies of a each such instrument shall be delivered promptly by the Corporation to the predecessor Trustee that is not a natural person), resignation pursuant and to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereof, the Trustee so appointed by the Owners. If no appointment of a successor Trustee may shall be appointed either by (a) unanimous vote of the Trust Advisory Board, subject made pursuant to the approval foregoing provisions of this Section, the Owner of any Obligation Outstanding hereunder or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Trustee. Any Trustee hereafter appointed shall be a Bank duly organized and doing business under the laws of the United States of America and located in consultation with the BeneficiariesState, authorized under such laws to exercise corporate trust powers and subject to examination by federal or state authority, of good standing, and having, at the time of its appointment, a combined capital and surplus aggregating not less than One Hundred Million Dollars (b) order $100,000,000.00). The Corporation covenants that it will promptly notify in writing each Bond Insurer of record of the Bankruptcy Courtresignation or removal of any Trustee and of the appointment of any successor Trustee. Such vote or order shall specify the date on Any Trustee which such appointment shall be effective. Every is replaced by a successor Trustee appointed hereunder promptly shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring turn over to such successor Trustee under the Litigation Trustall funds, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powersbooks, and privileges of such predecessor Trusteerecords pertaining to this Master Trust Agreement.

Appointment of Successor Trustee. In the event of the death (in resignation or removal of the case of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetencyTrustee, or removal pursuant in any other event in which the Trustee ceases to Section 7(a) hereofact, a successor Trustee trustee may be appointed either by (a) unanimous vote the Company by instrument in writing delivered to and accepted by the successor trustee. Notice of such appointment will be given by the Trust Advisory Board, subject Company to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledgeretiring trustee, and the successor trustee will deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative retiring trustee an instrument in writing accepting such appointment. If no appointment of a deceased successor trustee is made within a reasonable time after such a resignation, removal or dissolved Trustee) an instrument accepting other event, any court of competent jurisdiction may appoint a successor trustee. In the event of such resignation, removal or other event, the retiring trustee or its successors and assigns shall file with the Company a final statement to which the provisions of Section 6.06 shall apply. In the event of the appointment under this Litigation Trust Agreement of a successor trustee, such successor trustee will succeed to all the right, title and agreeing to be bound heretoestate of, and thereupon will be, the Trustee; and the retiring trustee will after the settlement of its final account as provided for in Section 6.06, and the receipt of any compensation or expenses due it, deliver the Trust Fund to the successor Trusteetrustee together with all such instruments of transfer, without any further act, deed, or conveyance, shall become vested with assignment and further assurance as the successor trustee may reasonably require. The retiring trustee will retain a first lien upon the Trust Fund to secure all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee amounts due the retiring trustee pursuant to the provisions of this Litigation Trust Agreement Agreement. The Company will provide the Trustee with a ratification and the Plan; providedrelease upon such resignation, however, that a removed removal or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of such predecessor Trusteeother event.

Appointment of Successor Trustee. In the event case of the death (in the case resignation or removal of a Trustee that is or in case a natural person), dissolution (vacancy shall arise for any reason in the case trusteeship of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereofthe Trust Fund, a successor Trustee Trustee, which shall be a duly licensed and qualified trust company, or one or more individuals (provided that no single Participant may be appointed) shall be appointed either by an instrument executed by (ai) unanimous vote the Company and the Partnership or (ii) the Representative Participant following a Trigger. Acceptance of the Trust Advisory Board, subject appointment shall be evidenced in writing delivered by such Trustee to the approval of Company and the United States in consultation with Partnership or the BeneficiariesRepresentative Participant, or (b) order of as the Bankruptcy Courtcase may be. Such vote or order shall specify the date on which Any successor Trustee who accepts such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to have the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, same powers and duties as those conferred upon the Trustee hereunder and, upon acceptance of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing appointment by the successor Trustee, execute the Trustee shall assign, transfer and deliver an instrument or instruments conveying and transferring pay over to such successor Trustee the funds and properties then constituting the Trust Fund, together with any and all records, books and documents in the Trustee’s possession pertaining to the Trust Fund. Upon such transfer the Trustee shall be discharged from any further liability, obligations and responsibility under the Litigation TrustTrust Fund or in connection with the Plans. The Trustee is authorized, however, to reserve such compensation and other expenses reasonably incurred in connection with the administration of the Trust to the date of the resignation or confirming removal of the conveyance Trustee and transfer thereto of, all the estates, properties, rights, powers, and privileges any balance of such predecessor reserve remaining after the payment of such compensation and expenses shall be paid over to the successor Trustee. In the event the Company and the Partnership or the Representative Participant, as the case may be, fails to appoint a successor Trustee within sixty (60) days of the resignation or removal, the Trustee, at the expense of the Trust Fund, shall have the right to seek appointment of a successor Trustee from a court of competent jurisdiction.

Appointment of Successor Trustee. In case the event Trustee hereunder shall resign or be removed, or be dissolved, or shall be in course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case it shall be taken under the death (in the case control of any public officer or officers, or of a Trustee that is a natural person), dissolution (in receiver appointed by the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereofcourt, a successor Trustee may be appointed either by (a) unanimous vote the holders of a majority in aggregate principal amount of Bonds outstanding hereunder, by an instrument or concurrent instruments in writing signed by such holders, or by their attorneys in fact, duly authorized; provided, nevertheless, that in case of such vacancy the Trust Advisory BoardIssuer, subject to the approval of the United States in consultation with Company, by an instrument executed and signed by the BeneficiariesChairman, Vice Chairman, Secretary-Treasurer or (b) order an Assistant Secretary of the Bankruptcy Court. Such vote or order Issuer under its seal, shall specify the date on which appoint a temporary trustee to fill such appointment vacancy until a successor trustee shall be effectiveappointed by the Bondholders in the manner above provided; and any such temporary trustee so appointed by the Issuer shall immediately and without further act be superseded by the trustee so appointed by such Bondholders. Every such temporary trustee and every such successor Trustee appointed hereunder trustee shall executebe a trust company or bank in good standing, acknowledge, having capital and deliver surplus of not less than $10,000,000. If no appointment of a successor trustee shall be made pursuant to the Bankruptcy foregoing provisions of this Section within 60 days after the Trustee shall have given the Issuer written notice as provided in Section 11.6 or after a vacancy in the office of Trustee shall have occurred by removal or otherwise, the Trustee or a Bondholder may apply to any court of competent jurisdiction to appoint a successor trustee. Said Court and to may thereupon, after such notice, if any, as such court may deem proper, appoint a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of such predecessor Trusteetrustee.

Appointment of Successor Trustee. In the event of the death (a vacancy in the case position of Trustee or if the Trustee has given notice of its intention to resign, the Unitholders present or represented at a meeting held in accordance with the requirements of Article VIII may appoint a successor Trustee. Nominees for appointment may be made by (i) the resigned or resigning Trustee, (ii) any Unitholder or Unitholders owning of record at least 15% of the Units then outstanding, or (iii) Grantor. Any such successor Trustee shall be a bank or trust company having a capital, surplus and undivided profits (as of the end of its last fiscal year prior to its appointment) of at least $100,000,000. In the event that is a natural person), dissolution (vacancy in the case position of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereofcontinues for sixty days, a successor Trustee may be appointed either by (a) unanimous vote any State or Federal District Court having jurisdiction in Tarrant County, Texas, upon the application of Grantor or any Unitholder, and in the event any such application is filed, such court may appoint a temporary trustee at any time after such application is filed, which shall, pending the final appointment of a Trustee, have such powers and duties as the court appointing such temporary trustee shall provide in its order of appointment, consistent with the provisions of this Indenture. Immediately upon the appointment of any successor Trustee, all rights, titles, duties, powers and authority of the predecessor Trustee hereunder shall be vested in and undertaken by the successor Trustee which shall be entitled to receive from the predecessor Trustee all of the Trust Advisory Board, subject Estate held by it hereunder and all records and files in connection therewith. Any resigning or removed Trustee shall account to the approval its successor for its administration of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy CourtTrust. Such vote or order shall specify the date on which such appointment No successor Trustee shall be effective. Every obligated to examine or seek alteration of any account of any preceding Trustee, nor shall any successor Trustee appointed hereunder be liable personally for failing to do so or for any act or omission of any preceding Trustee. The preceding sentence shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without not prevent any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of anyone else from taking any action otherwise permissible in connection with any such predecessor Trusteeaccount.

Appointment of Successor Trustee. In case the event of the death Trustee hereunder shall (in the case of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation a) resign pursuant to Section 7(b) 8.2 or 8.7 hereof, incompetency, or removal (b) be removed pursuant to Section 7(a8.8 hereof, or (c) hereofbe dissolved, taken under the control of any public officer or officers or of a receiver appointed by a court, or otherwise become incapable of acting hereunder, a successor Trustee may shall be appointed either by (a) unanimous vote the Issuer at the direction of the Trust Advisory BoardCompany, with the consent of the Credit Bank (which consent shall not be unreasonably withheld) for so long as the Letter of Credit is outstanding and the Credit Bank is not in default thereunder; provided, that if a successor Trustee is not so appointed within ten (10) days after notice of resignation is mailed or instrument of removal is delivered as provided under Sections 8.2, 8.7 and 8.8 hereof, respectively, or within ten (10) days of the Issuer's knowledge of any of the events specified herein, then the holders of a majority in aggregate principal amount of Bonds then outstanding, together with the Credit Bank for so long as the Letter of Credit is outstanding and the Credit Bank is not in default thereunder, by an instrument or concurrent instruments in writing signed by or on behalf of such holders may designate a successor Trustee. Every such successor Trustee appointed pursuant to the provisions of this Section shall be a trust company or bank in good standing, shall, subject to the approval of the United States in consultation with the BeneficiariesSection 8.2, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver eligible to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor serve as Trustee under the Litigation TrustAct, having a reported capital and surplus of not less than $50,000,000 and be willing to accept the trusteeship under the terms and conditions of this Indenture. In case at any time the Trustee shall resign and no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Article VIII prior to the date specified in the notice of resignation as the date when such resignation shall take effect, the holder of any Bond or confirming the conveyance resigning Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and transfer thereto ofprescribe, all the estates, properties, rights, powers, and privileges of such predecessor appoint a successor Trustee.

Appointment of Successor Trustee. In If (i) the event of the death (in the case of a Trustee that is a natural person)shall resign, dissolution (in the case of a Trustee that is not a natural person)shall be removed, resignation pursuant to Section 7(b) hereof, incompetencyshall be dissolved, or removal pursuant to Section 7(ashall become otherwise incapable of acting hereunder, (ii) hereofthe Trustee shall be taken under the control of any public officer or officers, or (iii) a receiver shall be appointed for the Trustee by a court, then a successor Trustee may shall be appointed either by the Issuer, with the written consent of the Company; provided, that if a successor Trustee is not so appointed within ten days after (a) unanimous vote a notice of resignation or an instrument or document of removal is received by the Trust Advisory BoardIssuer, subject to the approval of the United States as provided in consultation with the BeneficiariesSections 6.07 and 6.08 hereof, respectively, or (b) order the Trustee is dissolved, taken under control, becomes otherwise incapable of acting or a receiver is appointed, in each case, as provided above, then, so long as the Bankruptcy CourtIssuer shall not have appointed a successor Trustee, then the Holders of a majority in aggregate principal amount of Bonds then outstanding may designate a successor Trustee by an instrument or document or concurrent instruments or documents in writing signed by or on behalf of those Holders. If no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Section, the Holder of any Bond outstanding hereunder or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Such vote or order shall specify the date on which court may thereupon, after such appointment notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. Every successor Trustee appointed pursuant to this Section 6.09 shall be effectivea trust company or a bank having the powers of a trust company (ii) shall be in good standing within the State, (iii) shall be duly authorized to exercise trust powers within the State, (iv) shall have a reported capital and surplus of not less than $50,000,000, and (v) shall be willing to accept the trusteeship under the terms and conditions of this Indenture. Every successor Trustee appointed hereunder shall execute, execute and acknowledge, and shall deliver to its predecessor, the Bankruptcy Court Issuer and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) Company, an instrument or document in writing accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trusteeappointment. Thereupon, without any further act, deed, or conveyance, the successor shall become vested with all rightsof the trusts, properties, remedies, powers, trustsrights, duties, obligations, discretion, privileges, claims, demands, causes of action, immunities, estates, titles, interests and duties liens of such removedits predecessor. Upon the written request of its successor, resigningthe Issuer or the Company, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning predecessor Trustee (or the representative of a deceased or dissolved Trusteei) shall, nevertheless, when requested in writing by the successor Trustee, shall execute and deliver an instrument or instruments conveying and document transferring to such its successor Trustee under all of the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estatestrusts, properties, rightsremedies, powers, rights, duties, obligations, discretion, privileges, claims, demands, causes of action, immunities, estates, titles, interests and privileges liens of such the predecessor Trustee hereunder, subject to the terms and conditions herein set forth, including, without limitation, the right of the predecessor Trustee to be paid and reimbursed in full for its reasonable charges and expenses (including reasonable charges and disbursements of its counsel) and to indemnification under Section 8.2 of the Agreement, and (ii) shall take any other action necessary to duly assign, transfer and deliver to its successor all property (including without limitation, all securities and moneys) held by it as Trustee. Should any instrument or document in writing from the Issuer be requested by any successor Trustee for vesting and conveying more fully and certainly in and to that successor the trusts, properties, remedies, powers, rights, duties, obligations, discretion, privileges, claims, demands, causes of action, immunities, estates, titles, interests and liens vested or conveyed or intended to be vested or conveyed hereby in or to the predecessor Trustee, the Issuer shall execute (but need not prepare), acknowledge and deliver that instrument or document. In the event of a change in the Trustee, the predecessor Trustee shall cease to be custodian of any moneys which it may hold pursuant to this Indenture and shall cease to be Registrar for any of the Bonds, to the extent it served in any of those capacities. The successor Trustee shall become custodian and, if applicable, Registrar.

Appointment of Successor Trustee. In case at any time the event Trustee shall resign or shall be removed or otherwise shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or if a receiver of the death (Trustee or of its property shall be appointed, or if a public supervisory office shall take charge or control of the Trustee or of its property or affairs, a vacancy shall forthwith and ipso facto be created in the case office of a such Trustee that is a natural person)hereunder, dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereof, and a successor Trustee (reasonably acceptable to the Bank and the LGC) may be appointed either by (a) unanimous vote the Owners of a majority in principal amount of the Trust Advisory Boardsaid Bonds hereby secured and then outstanding, subject to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying in writing filed with the Trustee and transferring the Bank and executed by such Owners, notification thereof being given to the Issuer and the Company, but until a new Trustee shall be appointed by the Owners as herein authorized, the Issuer shall, at the direction of the Company and subject to the provisions hereof, appoint a Trustee (reasonably acceptable to the Bank and the LGC) to fill such vacancy. After any such appointment by the Issuer at the direction of the Company, the Company shall cause notice of such appointment to be published at least once within 30 days of such appointment in a Financial Journal, but any new Trustee so appointed shall immediately and without further act be superseded by a Trustee appointed in the manner above provided by the Owners of a majority in principal amount of said Bonds whenever such appointment by said Owners shall be made. If, in a proper case, no appointment of a successor Trustee under shall be made pursuant to the Litigation Trustforegoing provisions of this Section within six months after a vacancy shall have occurred in the office of Trustee. the Bank or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor trustee. Said court may thereupon, or confirming the conveyance after such notice, if any, as such court may deem proper and transfer thereto ofprescribe, all the estates, properties, rights, powers, and privileges of such predecessor Trusteeappoint a successor trustee.

Appointment of Successor Trustee. In If the event Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer, with the written consent of the death Company (which consent shall not be unreasonably withheld) so long as no Event of Default under Section 701(f) or under the Loan Agreement has occurred and is continuing, or the Owners of a majority in principal amount of Bonds Outstanding (if an Event of Default hereunder or under the Loan Agreement has occurred and is continuing), by an instrument or concurrent instruments in writing delivered to the Issuer and the retiring Trustee, shall promptly appoint a successor Trustee. In case all or substantially all of the Trust Estate shall be in the case possession of a receiver or trustee lawfully appointed, such receiver or trustee, by written instrument, may similarly appoint a temporary successor to fill such vacancy until a new Trustee that is a natural person)shall be so appointed by the Issuer or the Bondowners. If, dissolution (in within 30 days after such resignation, removal or incapability or the case occurrence of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereofsuch vacancy, a successor Trustee may shall be appointed either by (a) unanimous vote in the manner herein provided, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the Trust Advisory Board, subject to successor Trustee and supersede the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effective. Every retiring Trustee and any temporary successor Trustee appointed hereunder by such receiver or trustee. If no successor Trustee shall executehave been so appointed and accepted appointment in the manner herein provided, acknowledge, and deliver to any Bondowner may petition any court of competent jurisdiction for the Bankruptcy Court and to a removed or resigning Trustee (or the representative appointment of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, until a successor shall have been appointed as above provided. The successor so appointed by such court shall immediately and without further act be superseded by any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; successor appointed as above provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to . Every such successor Trustee appointed pursuant to the provisions of this Section shall be a bank with trust powers or trust company in good standing under the Litigation Trustlaw of the jurisdiction in which it was created and by which it exists, or confirming meeting the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges eligibility requirements of such predecessor Trusteethis Article.

Appointment of Successor Trustee. In the event of the death (in the case of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) 5.2 hereof, incompetency, incompetency or removal of a Trustee pursuant to Section 7(a) 5.1 hereof, the Director Selection Committee member that had designated such departing Trustee shall designate a successor Trustee; provided, however, that any successor Trustee shall be both a Trustee and either a Director Selection Committee member or a director of Holdings Ltd. at the election of such Director Selection Committee member; provided, further, however, that if as part of the Director Selection Committee determination process set forth in Section 6.1 hereof, a new Holder of an Allowed Claim is invited to serve as a Director Selection Committee member, such new Holder may designate a successor Trustee may be appointed either or serve as a successor Trustee if the departing Trustee was designated by (a) unanimous vote of the Trust Advisory Board, subject to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Courtits predecessor Director Selection Committee member. Such vote or order appointment shall specify the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, acknowledge and deliver to the Bankruptcy Court Plan Trust and to a removed or resigning the retiring Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound heretothereto, and thereupon the successor Trustee, without any further act, deed, deed or conveyance, shall become vested with all rights, powers, trusts, trusts and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Planretiring Trustee; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, powers and privileges trusts of such predecessor TrusteeTrustee under the Plan Trust.

Appointment of Successor Trustee. In If (i) the event of the death (in the case of a Trustee that is a natural person)shall resign, dissolution (in the case of a Trustee that is not a natural person)shall be removed, resignation pursuant to Section 7(b) hereof, incompetencyshall be dissolved, or removal pursuant to Section 7(ashall become otherwise incapable of acting hereunder, (ii) hereofthe Trustee shall be taken under the control of any public officer or officers, or (iii) a receiver shall be appointed for the Trustee by a court, then a successor Trustee may shall be appointed either by the Issuer, with the written consent of the Bank and the Borrower; provided, that if a successor Trustee is not so appointed within ten (10) days after (a) unanimous vote a notice of resignation or an instrument or document of removal is received by the Trust Advisory BoardIssuer, subject to the approval of the United States as provided in consultation with the BeneficiariesSection 6.07 and 6.08 hereof, respectively, or (b) order the Trustee is dissolved, taken under control, becomes otherwise incapable of acting or a receiver is appointed, in each case, as provided above, then, so long as the Bankruptcy CourtIssuer shall not have appointed a successor Trustee, the Bank and the Holders of at least a majority in aggregate principal amount of Bonds then outstanding may designate a successor Trustee by an instrument or document or concurrent instruments or documents in writing signed by or on behalf of those Holders. If no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Section, the Holder of any Bond outstanding hereunder, the Bank or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Such vote or order shall specify the date on which court may thereupon, after such appointment shall be effectivenotice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. Every successor Trustee and Co-Trustee appointed pursuant to this Section shall be a trust company or a bank having the powers of a trust company in the State and shall have a reported capital and surplus of not less than $50,000,000, shall be willing to accept the trusteeship under the terms and conditions of this Indenture, and shall be reasonably acceptable to the Bank. Every successor Trustee and Co-Trustee appointed hereunder shall execute, execute and acknowledge, and shall deliver to its predecessor, the Bankruptcy Court Issuer, the Bank, the Remarketing Agent and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) Borrower, an instrument or document in writing accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trusteeappointment. Thereupon, without any further act, deed, or conveyance, the successor shall become vested with all rightsof the trusts, properties, remedies, powers, trustsrights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests and duties liens of such removedits predecessor. Upon the written request of its successor, resigningthe Issuer, deceasedthe Bank or the Borrower and payment of all fees and expenses owed to it, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning predecessor Trustee (or the representative of a deceased or dissolved Trusteei) shall, nevertheless, when requested in writing by the successor Trustee, shall execute and deliver an instrument or instruments conveying and document transferring to such its successor Trustee under all of the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estatestrusts, properties, rightsremedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests and privileges liens of such the predecessor Trustee hereunder, and (ii) shall take any other action necessary to duly assign, transfer and deliver to its successor all property (including without limitation, all securities and moneys) held by it as Trustee. Should any instrument or document in writing from the Issuer be requested by any successor Trustee for vesting and conveying more fully and certainly in and to that successor the trusts, properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests and liens vested or conveyed or intended to be vested or conveyed hereby in or to the predecessor Trustee, the Issuer shall execute, acknowledge and deliver that instrument or document. Prior to the acceptance by a successor trustee of the trusts hereunder, the Letter of Credit shall be transferred to the successor trustee in accordance with the terms of the Letter of Credit. In the event of a change in the Trustee, the predecessor Trustee shall cease to be custodian of any moneys which it may hold pursuant to this Indenture and shall cease to be Registrar, Authenticating Agent and a Paying Agent for any of the Bonds, to the extent it served in any of those capacities. The successor Trustee shall become custodian and, if applicable, Registrar, Authenticating Agent and a Paying Agent.

Appointment of Successor Trustee. In case at any time the event Trustee shall resign or be removed or become incapable of the death (in the case of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereofacting, a successor Trustee may be appointed either by (a) unanimous vote the Required Holders, by an instrument or instruments in writing executed by such Noteholders and filed with such successor Trustee with a copy of such instrument or instruments to the Company. Until a successor Trustee shall be so appointed by the Noteholders, the Company shall appoint a successor Trustee to fill such vacancy, by an instrument in writing executed by the President and any Vice President of the Trust Advisory Board, subject Obligor and delivered to the approval successor Trustee. If all or substantially all of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment Mortgaged Property shall be effective. Every successor Trustee appointed hereunder shall executein the possession of one or more receiver, acknowledgetrustees, and deliver to liquidators or assignees for the Bankruptcy Court and to a removed benefit of creditors, then such receivers, trustees, custodians, liquidators or resigning Trustee (or the representative of a deceased or dissolved Trustee) assignees may, by an instrument accepting the appointment under this Litigation Trust Agreement and agreeing in writing delivered to be bound hereto, and thereupon the successor Trustee, without appoint a successor Trustee. Promptly after any further actsuch appointment, deedthe Company, or conveyanceany such receiver, trustees, custodians, liquidators or assignees, as the case may be, shall become vested with all rights, powers, trusts, and duties give notice thereof by registered or certified mail to each holder of such removed, resigning, deceasedNotes at the time outstanding. Any successor Trustee so appointed by the Company, or dissolved such receiver, trustees, custodians, liquidators or assignees shall immediately and without further act be superseded by a successor Trustee appointed by the Required Holders. If a successor Trustee shall not be appointed pursuant to this Litigation Trust Agreement and Section within 90 days after a vacancy shall have occurred in the Plan; providedoffice of Trustee, however, that a removed the holder of any Senior Secured Note or resigning such retiring Trustee (or unless the representative retiring Trustee is being removed) may apply to any court of competent jurisdiction to appoint a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such court may thereupon, after such notice, if any, as it may consider proper, appoint a successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of such predecessor Trustee.

Appointment of Successor Trustee. In case the event of the death (in the case of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, shall resign or removal pursuant to Section 7(a) hereofbe removed, a successor Trustee may be appointed either by the District. If the District fails to make such appointment within 30 days after such resignation or removal, (a) unanimous vote the Trustee may petition a court of competent jurisdiction for the Trust Advisory Boardappointment of a successor or (b) the Owners of at least a majority in aggregate principal amount of Outstanding Bonds, subject by an instrument or concurrent instruments in writing signed by such Owners, or by their attorneys in fact duly authorized, a copy of which shall be delivered personally or sent by registered mail to the approval District, may make such appointment. Any successor Trustee appointed pursuant to the provisions of this Section shall also be appointed as trustee under the Senior Bond Resolution, any Parity Bond Resolutions and any Parity Bond Indentures. Any such successor Trustee shall be a trust company or bank organized and in good standing under the laws of the United States in consultation with the Beneficiaries, or (b) order one of the Bankruptcy Courtstates thereof, duly authorized to exercise trust powers and subject to examination by federal or state authority and shall have a reported capital and surplus of not less than $75,000,000. Such vote or order shall specify the date on which such appointment shall be effectiveAcceptance by Any Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge, acknowledge and deliver to its predecessor and also to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) District an instrument in writing accepting the appointment under this Litigation Trust Agreement and agreeing to be bound heretosuch appointment, and thereupon the successor Trusteesuch successor, without any further act, deed, deed or conveyance, shall become fully vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, trusts, duties, and privileges obligations of its predecessor; but such predecessor shall, nevertheless, on the written request of the District, or of its successor, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers and trusts of such predecessor Trusteehereunder; and every predecessor Trustee shall deliver all securities and moneys held by it as the Trustee hereunder to its successor. Should any instrument in writing from the District be required by any successor Trustee for more fully and certainly vesting in such successor the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the District. Negative Pledge. The Trustee covenants that, except as specifically provided in this Indenture, it shall not create, assume or incur or suffer to be created, assumed or incurred any mortgage or pledge of, security interest in or lien or encumbrance on the Funds or the Rebate Fund.

Appointment of Successor Trustee. In the event that the Trustee or Registrar shall give notice of the death (resignation or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case it shall be taken under the control of any public office or offices, or of a Trustee that is receiver appointed by a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereofcourt, a successor Trustee may (to the extent that no “Event of Default” shall have occurred and be continuing under the Loan Agreement) be appointed either by (a) unanimous vote the Company or by the owners of a majority in aggregate principal amount of Bonds then Outstanding, by an instrument or concurrent instruments in writing signed by the Trust Advisory BoardCompany or such owners, subject or by their duly authorized attorneys in fact, a copy of which shall be delivered personally or sent by Mail to the approval of the United States in consultation with the BeneficiariesIssuer, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall executeretiring Trustee, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, Registrar or conveyance, shall become vested with all rights, powers, trusts, successor Registrar and duties of Company. Pending such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and appointment by the Plan; provided, however, that a removed or resigning Trustee (Company or the representative Bondholders, the Issuer may, with the consent of the Company (to the extent that no “Event of Default” shall have occurred and be continuing under the Loan Agreement), appoint a deceased temporary successor Trustee or dissolved Trustee) shall, nevertheless, when requested Registrar by an instrument in writing signed by an authorized officer of the Issuer, a copy of which shall be delivered personally or sent by first class mail, postage prepaid, to the retiring Trustee, successor Trustee, execute Registrar or successor Registrar and deliver an instrument Company. The Trustee shall have no liability for any action or instruments conveying inaction of any successor Trustee. If the registered owners and transferring the Company or the Issuer fail to such so appoint a successor Trustee or Registrar hereunder within 30 days after the Trustee or Registrar has given notice of its resignation, has been removed, has been dissolved, has otherwise become incapable of acting hereunder or has been taken under control by a public officer or receiver, the Trustee or Registrar shall have the right to petition, at the expense of the Company, a court of competent jurisdiction to appoint successor hereunder. Every such Trustee or Registrar appointed pursuant to the provisions of this Section 9.12 shall be a trust company or bank organized and in good standing under the Litigation Trust, laws of Illinois or confirming any state or the conveyance District of Columbia and transfer thereto of, all the estates, properties, rights, powers, have a combined capital and privileges surplus of such predecessor Trusteenot less than $50,000,000 as set forth in its most recent published annual report of condition.

Appointment of Successor Trustee. In (a) If (i) the event Trustee shall resign, shall be removed, shall be dissolved, or shall become otherwise incapable of acting hereunder, (ii) the Trustee shall be taken under the control of any public officer or officers, or (iii) a receiver shall be appointed for the Trustee by a court, then a successor Trustee shall be appointed by the Corporation (with the agreement of the death City if there is no Event of Default and no Event of Nonappropriation under the Purchase and Use Agreement); provided, that if a successor Trustee is not so appointed within ten days after (x) a notice of resignation or any instrument or document of removal is received by the Corporation as provided in Sections 6.6 and 6.7 hereof, respectively, or (y) the case Trustee is dissolved, taken under control, becomes otherwise incapable of acting or a receiver is appointed, in each case, as provided above, then, so long as the Corporation shall not have appointed a successor Trustee, the Holders of a majority in aggregate principal amount of the Outstanding Bonds not paid or provided for may designate a successor Trustee that is a natural person), dissolution (by an instrument or document or concurrent instruments or documents in the case writing signed by or on behalf of those Holders. If no appointment of a successor Trustee that is not a natural person), resignation shall be made pursuant to the foregoing provisions of this Section 7(bwithin 50 days of the occurrence of any event listed in Section 6.8(a)(i)-(iii) hereof, incompetencythe Holder of any Outstanding Bond hereunder or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. Notwithstanding any other provision of this Trust Agreement to the contrary, no resignation or removal pursuant to Section 7(a) hereof, of the Trustee shall become effective until a successor Trustee may be has been appointed either by (a) unanimous vote of and has accepted the Trust Advisory Board, subject to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of such predecessor Trusteehereunder.

Appointment of Successor Trustee. In case the event Trustee shall be dissolved, fail to comply with Section 8.13 hereof or otherwise become incapable of acting hereunder, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, the Corporation, by a Board Resolution, may remove the Trustee. If the Trustee fails to comply with Section 8.13 hereof, any Noteholder may petition any court of competent jurisdiction for the removal of the death (in Trustee and the case appointment of a Trustee that is a natural person)successor Trustee. No resignation or removal of the Trustee, dissolution (in the case and no appointment of a Trustee that is not a natural person)successor trustee, resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereof, a successor Trustee may be appointed either by (a) unanimous vote the provisions of the Trust Advisory Board, subject to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, Article Eight shall become vested with all rights, powers, trusts, and duties effective until the acceptance of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing appointment by the successor Trusteetrustee under Section 8.9 hereof. If the Trustee shall resign, execute and deliver be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Corporation, by a Board Resolution, shall promptly appoint a successor trustee. If, within one (1) year of such resignation, removal or incapability, or the occurrence of such vacancy, the Holders of a majority in aggregate Principal Amount of the then Outstanding Notes, by an instrument or concurrent instruments conveying and transferring to in writing signed by such Holders, or by their attorney-in-fact duly authorized, appoint a successor, such successor shall, upon its acceptance of such appointment, supersede the successor appointed by the Corporation. If no successor trustee has been appointed and accepted appointment as herein provided after sixty (60) days from the mailing of notice of resignation by the Trustee under the Litigation TrustSection 8.6 hereof, or confirming from the conveyance date the Trustee is removed or otherwise incapable of acting hereunder, any Noteholder may petition a court of competent jurisdiction to appoint a successor trustee. The Corporation shall promptly notify any Paying Agent as to the appointment of any successor trustee and transfer thereto of, all the estates, properties, rights, powers, and privileges shall promptly cause written notice of such predecessor Trusteeappointment to be given to all Noteholders in the manner provided in Section 13.4 hereof, which notice shall include the address of the Principal Office of the successor trustee.

Appointment of Successor Trustee. In If (i) the event of the death (in the case of a Trustee that is a natural person)-------------------------------- shall resign, dissolution (in the case of a Trustee that is not a natural person)shall be removed, resignation pursuant to Section 7(b) hereof, incompetencyshall be dissolved, or removal pursuant to Section 7(ashall become otherwise incapable of acting hereunder, (ii) hereofthe Trustee shall be taken under the control of any public agency, or (iii) a receiver shall be appointed for the Trustee by a court, then a successor Trustee may shall be appointed either by the Issuer, with the written consent of the Borrower and the Bank; provided that if a successor Trustee is not so appointed within 10 days after (a) unanimous vote a notice of resignation or an instrument or document of removal is received by the Trust Advisory BoardIssuer, subject to the approval of the United States as provided in consultation with the BeneficiariesSections 8.06 and 8.07, respectively, or (b) order the Trustee is dissolved, taken under control, becomes otherwise incapable of acting or a receiver is appointed, in each case, as provided above, then, so long as the Issuer shall not have appointed a successor Trustee, the Holders of a majority in aggregate principal amount of Bonds outstanding may designate a successor Trustee by an instrument or document or concurrent instruments or documents in writing signed by or on behalf of those Holders. If no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Section, the Holder of any Bond outstanding or any retiring Trustee, at the Borrower's expense, may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. Every successor Trustee appointed pursuant to this Section (i) shall be a trust company or a bank having the powers of a trust company, (ii) shall be in good standing within the Commonwealth of Pennsylvania, (iii) shall be duly authorized to exercise trust powers within the Commonwealth of Pennsylvania, (iv) shall have a reported capital and surplus of not less than $50,000,000 and a rating assigned to its or its parent entity's or primary commercial banking affiliate's long-term unsecured debt by Xxxxx'x at least equal to "Baa3" (if the Bonds are then rated by Xxxxx'x) and by Standard & Poor's at least equal to "BBB-" (if the Bonds are then rated by Standard & Poor's) unless the Issuer receives written confirmation from the Rating Service that the appointment of a particular successor trustee not meeting such rating requirement will not result in a reduction or withdrawal of its rating of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment Bonds, and (v) shall be effectivewilling to accept the trusteeship under the terms and conditions of this Indenture. Every successor Trustee appointed hereunder shall execute, execute and acknowledge, and shall deliver to its predecessor, the Bankruptcy Court Issuer, the Borrower, the Bank and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) Remarketing Agent, an instrument or document in writing accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trusteeappointment. Thereupon, without any 66 further act, deed, or conveyance, the successor shall become vested with all rights, powers, of the trusts, properties, claims, demands, causes of action, immunities, estates, titles, interests and duties liens of such removedits predecessor. Upon the written request of its successor, resigningthe Issuer, deceasedthe Borrower, the Bank or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; providedRemarketing Agent, however, that a removed or resigning the predecessor Trustee (or the representative of a deceased or dissolved Trusteei) shall, nevertheless, when requested in writing by the successor Trustee, shall execute and deliver an instrument or instruments conveying and document transferring to such its successor Trustee under all of the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estatestrusts, properties, rightsremedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests and privileges liens of such the predecessor Trustee hereunder, and (ii) shall take any other action necessary to duly assign, transfer and deliver to its successor all property (including, without limitation, all securities and moneys and the Letter of Credit) held by it as Trustee, but shall not be required to pay any Letter of Credit transfer fee. Should any instrument or document in writing from the Issuer be requested by any successor Trustee for vesting and conveying more fully and certainly in and to that successor the trusts, properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests and liens vested or conveyed or intended to be vested or conveyed hereby in or to the predecessor Trustee, the Issuer shall execute, acknowledge and deliver that instrument or document. In the event of a change in the Trustee, the predecessor Trustee shall cease to be custodian of any moneys which it may hold pursuant to this Indenture and shall cease to be Bond registrar, transfer agent, tender agent, authenticating agent and paying agent for the Bonds. The successor Trustee shall become custodian for moneys held under this Indenture and Xxxx registrar, transfer agent, tender agent, authenticating agent and paying agent as and to the extent provided herein.

Appointment of Successor Trustee. In the event Any removal or resignation of the death (in the case Trustee and appointment of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereof, a successor Trustee may be appointed either shall become effective upon acceptance of appointment by (a) unanimous vote of the Trust Advisory Boardsuccessor Trustee; provided, subject to however, that under any circumstances the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment successor Trustee shall be effectivequalified as provided in subsection (e) of this Section. Every If no qualified successor Trustee shall have been appointed and have accepted appointment within 45 days following giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Bond Owner (on behalf of himself and all other Bond Owners) may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed hereunder under this Indenture shall execute, acknowledgesignify its acceptance of such appointment by executing and delivering to the Community Facilities District and to its predecessor Trustee a written acceptance thereof, and deliver to the Bankruptcy Court and to a removed or resigning predecessor Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting indemnifying the appointment under this Litigation Trust Agreement and agreeing to be bound heretopredecessor Trustee for any costs or claims arising during the time the successor Trustee serves as Trustee hereunder, and thereupon after payment by the Community Facilities District of all unpaid fees and expenses of the predecessor Trustee, then such successor Trustee, without any further act, deed, deed or conveyance, shall become vested with all rightsthe moneys, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, trusts, duties and privileges obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the Community Facilities District or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Community Facilities District shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Community Facilities District shall mail or cause the successor Trustee to mail, by first class mail postage prepaid, a notice of the succession of such Trustee to the trusts hereunder to each rating agency which then maintains a rating on the Bonds and to the Bond Owners at the addresses shown on the Registration Books. If the Community Facilities District fails to mail such notice within 15 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Community Facilities District.

Appointment of Successor Trustee. In the event that the Trustee or Registrar shall give notice of the death (resignation or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case it shall be taken under the control of any public office or offices, or of a Trustee that is receiver appointed by a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereofcourt, a successor Trustee may with the prior written consent of the Authority (to the extent that no “Event of Default” shall have occurred and be continuing under the Loan Agreement), be appointed either by (a) unanimous vote the Company or by the owners of a majority in aggregate principal amount of Bonds then Outstanding, by an instrument or concurrent instruments in writing signed by the Trust Advisory BoardCompany or such owners, subject or by their duly authorized attorneys in fact, a copy of which shall be delivered personally or sent by Mail to the approval of the United States in consultation with the BeneficiariesAuthority, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall executeretiring Trustee, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, Registrar or conveyance, shall become vested with all rights, powers, trusts, successor Registrar and duties of Company. Pending such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and appointment by the Plan; provided, however, that a removed or resigning Trustee (Company or the representative Bondholders, the Authority may, with the consent of the Company (to the extent that no “Event of Default” shall have occurred and be continuing under the Loan Agreement), appoint a deceased temporary successor Trustee or dissolved Trustee) shall, nevertheless, when requested Registrar by an instrument in writing signed by an authorized officer of the Authority, a copy of which shall be delivered personally or sent by first class mail, postage prepaid, to the retiring Trustee, successor Trustee, execute Registrar or successor Registrar and deliver an instrument Company. The Trustee shall have no liability for any action or instruments conveying inaction of any successor Trustee. If the registered owners and transferring the Company or the Authority fail to such so appoint a successor Trustee or Registrar hereunder within 30 days after the Trustee or Registrar has given notice of its resignation, has been removed, has been dissolved, has otherwise become incapable of acting hereunder or has been taken under control by a public officer or receiver, the Trustee or Registrar shall have the right to petition, at the expense of the Company, a court of competent jurisdiction to appoint successor hereunder. Every such Trustee or Registrar appointed pursuant to the provisions of this Section 9.12 shall be a trust company or bank organized and in good standing under the Litigation Trust, laws of Illinois or confirming any state or the conveyance District of Columbia and transfer thereto of, all the estates, properties, rights, powers, have a combined capital and privileges surplus of such predecessor Trusteenot less than $50,000,000 as set forth in its most recent published annual report of condition.

Appointment of Successor Trustee. In Subject to Section 5.4, in the event the Trustee resigns or is removed or if a vacancy in the trusteeship of the death (in the case of trust Fund arises for any reason, a Trustee successor that is a natural person)duly licensed and qualified trust company shall be appointed by the Company. The appointment and acceptance thereof shall be evidenced by instruments in writing executed by the Company and successor Trustee respectively. Upon its acceptance of the appointment, dissolution (any successor Trustee shall have the same powers and duties as those conferred upon the Trustee hereunder and the replaced Trustee shall, within 3 months, assign, transfer and pay over to its successor all assets then constituting the Trust Fund, less only such reasonable compensation and other expenses due to it in connection with its administration of the Trust to the date of its resignation or removal, that have not yet been paid by the Company. The replaced Trustee shall also, within 3 months, deliver any and all records, books and documents in the case Trustee's possession as may be required to effect such assignment, transfer and payment over of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereof, the Trust Fund. If a successor Trustee may be has not been appointed either by (a) unanimous vote the end of the 3 month notice period referred to in Section 7.10, the Trustee and/or the Company and, after an Event of Default under Section 5.1(b), (c), (d) or (e), the Trustee and/or the Participants may apply to a court of competent jurisdiction for the appointment of a successor Trustee. Any costs incurred by the Trustee in connection with the appointment of a successor Trustee shall constitute a charge against the Trust Advisory BoardFund, subject to unless paid by the approval Company. Notwithstanding the foregoing, any trust company resulting from the merger or amalgamation of the United States in consultation Trustee with the Beneficiaries, one or (b) order more trust companies and any trust company which succeeds to substantially all of the Bankruptcy Court. Such vote or order trust business of the Trustee shall specify thereupon become the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed without further act or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of such predecessor Trusteeformality.

Appointment of Successor Trustee. In Notwithstanding anything herein to the event contrary (but subject to the terms and conditions of the death (in Loan Doctunents), no resignation or removal of a Trustee shall be effective until a successor trustee has been appointed and such successor trustee has accepted its responsibilities, all as hereinafter provided. In case of the resignation, death, liquidation or removal of a Delaware Trustee, the Signatory Trustee shall appoint a successor. In the case of a Trustee that is a natural person)the resignation, dissolution (in the case death, liquidation or removal of a Trustee that is Signatory Trustee, the Investors holding a Majority in Interests may appoint a successor by written instrument. The Trust shall not a natural person)be terminated solely due to the death, liquidation, resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereofof any Trustee. If a successor trustee shall not have been appointed within 60 days after the giving of such notice, a successor Trustee trustee or the hlvestors may be appointed either by (a) unanimous vote apply to any court of the Trust Advisory Board, subject to the approval of competent jurisdiction in the United States in consultation with to appoint a successor trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor so appointed by such court shall immediately and without further act be superseded by any successor appointed as provided above within one year from the Beneficiaries, or (b) order date of the Bankruptcy Courtappointment by such court. Such vote or order Any successor, however appointed, shall specify the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, execute and deliver to its predecessor trustee (the Bankruptcy Court and to Delaware Trustee, Signatory Trustee or a removed or resigning Trustee (or successor trustee, as the representative of a deceased or dissolved Trusteecase may be) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound heretosuch appointment, and thereupon the successor Trusteesuch successor, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, duties and privileges trusts of the predecessor trustee with like effect as if originally named a Delaware Trustee or Signatmy Trustee herein; but upon the written request of such successor, such predecessor Trusteeshall execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers, duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all monies or other property then held by such predecessor upon the trusts herein expressed. Any right of the Investors against the predecessor trustee, in its, his or her individual capacity, shall not be prejudiced by the appointment of any successor trustee and shall survive the tennination of the trusts created hereby.

Appointment of Successor Trustee. In If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer or the owners of a majority of the STAR Bond Obligation (if an event of default hereunder has occurred and is continuing), by an instrument or concurrent instruments in writing delivered to the death (Issuer and the retiring Trustee, shall promptly appoint a successor Trustee. In case all or substantially all of the Trust Estate shall be in the case possession of a receiver or trustee lawfully appointed, such receiver or trustee, by written instrument, may similarly appoint a temporary successor to fill such vacancy until a new Trustee that is a natural person)shall be so appointed by the Issuer or the Bondowners. If, dissolution (in within 30 days after such resignation, removal or incapability or the case occurrence of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereofsuch vacancy, a successor Trustee may shall be appointed either by (a) unanimous vote in the manner herein provided, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the Trust Advisory Board, subject to successor Trustee and supersede the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effective. Every retiring Trustee and any temporary successor Trustee appointed hereunder by such receiver or trustee. If no successor Trustee shall executehave been so appointed and accepted appointment in the manner herein provided, acknowledge, and deliver to any bondowner may petition any court of competent jurisdiction for the Bankruptcy Court and to a removed or resigning Trustee (or the representative appointment of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, until a successor shall have been appointed as above provided. The successor so appointed by such court shall immediately and without further act be superseded by any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; successor appointed as above provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to . Every such successor Trustee appointed pursuant to the provisions of this Section shall be a bank or trust company in good standing under the Litigation Trustlaw of the jurisdiction in which it was created and by which it exists, or confirming meeting the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges eligibility requirements of such predecessor Trusteethis Article.

Appointment of Successor Trustee. In If (i) the event of the death (in the case of a Trustee that is a natural person)shall resign, dissolution (in the case of a Trustee that is not a natural person)shall be removed, resignation pursuant to Section 7(b) hereof, incompetencyshall be dissolved, or removal pursuant to Section 7(ashall become otherwise incapable of acting hereunder, (ii) hereofthe Trustee shall be taken under the control of any public officer or officers, (iii) a receiver shall be appointed for the Trustee by a court or (iv) the Trustee shall have an order for relief entered in any case commenced by it or against it under federal bankruptcy laws or commence a proceeding under any federal or state bankruptcy, insolvency, reorganization or similar law, or have such a proceeding commenced against it and either have an order of insolvency or reorganization entered against it or have the proceeding remain undismissed and unstayed for ninety days, then a successor Trustee may shall be appointed either by the State; provided that if a successor Trustee is not so appointed within ten days after (a) unanimous vote a notice of resignation or an instrument or document of removal is received by the Trust Advisory BoardState, subject to the approval of the United States as provided in consultation with the BeneficiariesSections 6.07 and 6.08 hereof, respectively, or (b) order the Trustee is dissolved, taken under control, becomes otherwise incapable of acting, a receiver is appointed or any of the Bankruptcy Courtcircumstances described in clause (iv) occur, in each case, as provided above, then, if the State shall not have appointed a successor Trustee, the Holders of a majority in aggregate principal amount of Bonds then outstanding may designate a successor Trustee by an instrument or document or concurrent instruments or documents in writing signed by or on behalf of those Holders. If no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Section within 45 days after the occurrence of an event described in clause (a) or (b) of this Section 6.09, the Holder of any Bond outstanding hereunder or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Such vote or order shall specify the date on which court thereupon may appoint, after such appointment notice, if any, as such court may deem proper and prescribe, a successor Trustee. Every successor Trustee appointed pursuant to this Section (i) shall be effectivea trust company or a bank having the powers of a trust company, (ii) shall be in good standing within the State, (iii) shall be duly authorized to exercise trust powers within the State, (iv) shall be subject to examination by federal or state authorities, (v) shall be willing to accept the trusteeship under the terms and conditions of this Indenture, and (vi) shall have an unimpaired reported capital and surplus of not less than $50,000,000. Every successor Trustee appointed hereunder shall executesign, acknowledge, and acknowledge and deliver to its predecessor and the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) State, an instrument or document in writing accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trusteeappointment. Thereupon, without any further act, deed, or conveyance, the successor Trustee shall become vested with all rightsof the trusts, remedies, powers, trustsrights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles and duties interests of such removedits predecessor. Upon the written request of its successor or the State, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning predecessor Trustee (or the representative of a deceased or dissolved Trusteei) shall, nevertheless, when requested in writing by the successor Trustee, execute shall sign and deliver an instrument or instruments conveying and document transferring to such its successor Trustee under all of the Litigation Trusttrusts, or confirming the conveyance and transfer thereto ofremedies, all the estates, propertiespowers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles and interests of the predecessor Trustee hereunder, and (ii) shall take any other action necessary to duly assign, transfer and deliver to its successor all property and records (including without limitation, all money) held by it as Trustee. Should any instrument or document in writing from the State be requested by any successor Trustee for vesting and conveying more fully and certainly in and to that successor the trusts, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles and privileges of such interests vested or conveyed or intended to be vested or conveyed hereby in or to the predecessor Trustee, the State shall sign, acknowledge and deliver that instrument or document. In the event of a change in the Trustee, the predecessor Trustee shall cease to be custodian of any money that it may hold pursuant to this Indenture and shall cease to be Registrar, an Authenticating Agent and a Paying Agent for any of the Bonds, to the extent it served in any of those capacities. The successor Trustee shall become custodian and, if applicable, Registrar, an Authenticating Agent and a Paying Agent.

Appointment of Successor Trustee. In case at any time the Trustee shall resign, or shall be removed (unless the Trustee shall be removed as provided in Subsection (c) of Section 1006, in which event the vacancy shall be filled as provided in said Subsection), or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver of the death (in the case Trustee or of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetencyits property shall be appointed, or removal pursuant if any public officer shall take charge or control of the Trustee or of its property of affairs for the purpose of rehabilitation, conservation or liquidation with respect to Section 7(a) hereofthe Debt Securities of one or more series, a successor Trustee with respect to the Debt Securities of that or those series (it being understood that any such successor Trustee may be appointed either with respect to the Debt Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Debt Securities of any series) may be appointed by (a) unanimous vote the Holders of a majority in aggregate principal amount of the Trust Advisory BoardOutstanding Debt Securities of that or those series, subject by an instrument or instruments in writing signed in duplicate by such Holders and filed, one original thereof with the Company and the other with the successor Trustee; but, until a successor Trustee shall have been so appointed by the Holders of Debt Securities of that or those series as herein authorized, the Company by Board Resolution, or, in case all or substantially all the assets of the Company shall be in the possession of one or more custodians or receivers lawfully appointed, or of trustees in bankruptcy or reorganization proceedings (including a trustee or trustees appointed under the provisions of the Federal bankruptcy laws, as now or hereafter constituted), or of assignees for the benefit of creditors, such receivers, custodians, trustees or assignees, as the case may be, by an instrument in writing, shall appoint a successor Trustee with respect to the approval Debt Securities of such series. Subject to the provisions of Sections 1004, 1005 and 1006, upon the appointment as aforesaid of a successor Trustee with respect to the Debt Securities of any series, the Trustee with respect of the United States in consultation with Debt Securities of such series shall cease to be Trustee hereunder. After any such appointment (other than by the Beneficiaries, Holders of Debt Securities of that or (bthose series) order of the Bankruptcy Court. Such vote or order shall specify the date on which person making such appointment shall forthwith cause notice thereof to be effectivemailed to the Holders of Debt Securities of such series at their addresses as the same shall then appear on the Security Register; but any successor Trustee with respect to the Debt Securities of such series so appointed shall immediately and without further act, be superseded by a successor Trustee appointed by the Holders of Debt Securities of such series in the manner above prescribed, if such appointment be made prior to the expiration of one year from the date of the mailing of such notice by the Company, or by such receivers, trustees or assignees. Every If any Trustee with respect to the Debt Securities of one or more series shall resign because of conflict of interest as provided in Section 1006(a) and a successor Trustee shall not have been appointed by the Company or by the Holders of the Debt Securities of such series or, if any successor Trustee so appointed shall not have accepted its appointment within 30 days after such appointment shall have been made, the resigning Trustee may apply to any court of competent jurisdiction for the appointment of a successor Trustee. If in any other case a successor Trustee shall not be appointed pursuant to the foregoing provisions of this Section 1007 within three months after such appointment might have been made hereunder, the Holder of any Debt Security of the applicable series or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, in any such case, after such notice, if any, as such court may deem proper, appoint a successor Trustee. Any successor Trustee appointed hereunder with respect to the Debt Securities of one or more series shall execute, acknowledge, acknowledge and deliver to the Bankruptcy Court its predecessor Trustee and to a removed the Company, or resigning Trustee (to the receivers, trustees, assignees or court appointing it, as the representative of a deceased or dissolved Trustee) case may be, an instrument accepting the such appointment under this Litigation Trust Agreement and agreeing to be bound heretohereunder, and thereupon the such successor Trustee, without any further act, deed, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and duties obligations with respect to such series of such removedpredecessor Trustee with like effect as if originally named as Trustee hereunder, resigningand such predecessor Trustee, deceasedupon payment of its charges and disbursements then unpaid, shall thereupon become obligated to pay over, and such successor Trustee shall be entitled to receive, all moneys and properties held by such predecessor Trustee as Trustee hereunder. Nevertheless, on the written request of the Company or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee or of the Holders of at least 10% in aggregate principal amount of the Outstanding Debt Securities of such series, such predecessor Trustee, upon payment of its said charges and disbursements, shall execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under upon the Litigation Trust, or confirming the conveyance and transfer thereto of, trusts herein expressed all the estatesrights, propertiespowers and trusts of such predecessor Trustee and shall assign, transfer and deliver to the successor Trustee all moneys and properties held by such predecessor Trustee; and, upon request of any such successor Trustee, the Company shall make, execute, acknowledge and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Trustee all such authority, rights, powers, trusts, immunities, duties and privileges of such predecessor Trusteeobligations.

Appointment of Successor Trustee. 7.4.1 In the event of the death or incompetency (in the case of a Trustee that is a natural personPerson), dissolution (in the case of a Trustee that is not a natural personPerson), resignation pursuant to Section 7(b) hereofbankruptcy, incompetencyinsolvency, resignation, or removal pursuant of the Trustee, the Plan Oversight Committee shall have the authority to Section 7(a) hereof, appoint a successor Trustee may be appointed either by (a) unanimous vote of the Trust Advisory Board, subject to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy CourtTrustee. Such vote or order appointment shall specify the date on which such appointment shall be effectiveeffective ("Successor Trustee Appointment Date"). In any such event, if a successor Trustee is not appointed within sixty (60) days, any member of the Plan Oversight Committee may apply to the Bankruptcy Court for the appointment of a successor Trustee (or if no member of the Plan Oversight Committee applies to the Bankruptcy Court for the appointment of a successor Trustee within fifteen (15) days, either Trustee may do so), and the Bankruptcy Court shall appoint such successor and make any amendments to this Trust Agreement as may be required in connection with the appointment of such successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge, acknowledge and deliver to the Bankruptcy Court Plan Oversight Committee and to a removed or resigning the predecessor Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound heretosuch appointment, and thereupon the successor Trusteethereupon, without any further act, deed, deed or conveyance, such successor Trustee shall become vested with all the rights, powers, trusts, trusts and duties of such removedthe predecessor Trustee, resigningall of the Creditor Trust Assets shall be transferred to the successor Trustee and the predecessor Trustee shall have no continuing rights, deceased, duties or dissolved obligations with respect to this Trust or any parties thereto (it being understood and agreed that nothing herein is intended to discharge the predecessor Trustee of any liability under Section 7.7 or to relieve the Trust of any indemnification obligation it may have under Section 7.7). Written notice of the appointment of any successor Trustee and its terms of compensation for services rendered pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of such predecessor Trusteeshall be promptly filed with this Bankruptcy Court.

Appointment of Successor Trustee. In case at any time the event Trustee shall resign or shall be removed or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or if a receiver, liquidator or conservator of the death (in the case of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetencyTrustee, or removal pursuant to Section 7(a) hereofof its property, shall be appointed, or if any public officer shall take charge or control of the Trustee, or of its property or affairs, a successor Trustee may be appointed either by (a) unanimous vote the registered owners of a majority in principal amount of the Trust Advisory BoardBonds then Outstanding, subject excluding any Bonds held by or on account of the State, by an instrument or concurrent instruments in writing signed and acknowledged by such Bondholders or by their attorneys-in-fact duly authorized and delivered to such successor Trustee, notification thereof being given to the approval State Treasurer and the predecessor Trustee. Pending such appointment, the State Treasurer by a written instrument signed by an Authorized Officer and delivered to the predecessor Trustee shall forthwith appoint a Trustee to fill such vacancy until a successor Trustee shall be appointed by the Bondholders as herein authorized. An Authorized Officer shall give written notice of the United States in consultation with the Beneficiaries, or any such appointment made by it to each Bondholder and Paying Agent at least thirty (b30) order of the Bankruptcy Court. Such vote or order shall specify days after the date on which of such appointment shall be effectiveappointment. Every Any successor Trustee appointed hereunder shall executeby the State Treasurer shall, acknowledge, immediately and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deedbe superseded by a Trustee appointed by the Bondholders. If in a proper case no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Section within forty- five (45) days after the Trustee shall have given to the State Treasurer written notice as provided in Section 807 or after the occurrence of any other event requiring or authorizing such appointment, the Trustee or the registered owner of any Bond may apply to any court of competent jurisdiction to appoint a successor Trustee. Said court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. Any Trustee appointed under the provisions of this Section in succession to the Trustee shall be a bank or trust company organized under the laws of any state, or conveyancea national banking association, shall become vested with having a capital and surplus aggregating at least fifty million dollars ($50,000,000), if there be such a bank or trust company or national banking association willing and able to accept the office on reasonable and customary terms and authorized by law to perform all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to imposed upon it by this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of such predecessor TrusteeAgreement.

Appointment of Successor Trustee. In case the event Trustee -------------------------------- shall be dissolved, fail to comply with Section 7.13 hereof or otherwise become incapable of acting hereunder, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, the Corporation, by a Board Resolution, may remove the Trustee. If the Trustee fails to comply with Section 7.13 hereof, any Noteholder may petition any court of competent jurisdiction for the removal of the death (Trustee and the appointment of a successor Trustee. No resignation or removal of the Trustee, and no appointment of a successor trustee, pursuant to the provisions of this Article Seven shall become effective until the acceptance of appointment by the successor trustee under Section 7.9 hereof. If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the case office of Trustee for any cause, the Corporation, by a Board Resolution, shall promptly appoint a successor trustee. If, within one (1) year of such resignation, removal or incapability, or the occurrence of such vacancy, the Holders of a majority in aggregate Principal Amount of the then Outstanding Notes, by an instrument or concurrent instruments in writing signed by such Holders, or by their attorney-in-fact duly authorized, appoint a successor, such successor shall, upon its acceptance of such appointment, supersede the successor appointed by the Corporation. If no successor trustee has been appointed and accepted appointment as herein provided after sixty (60) days from the mailing of notice of resignation by the Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to under Section 7(b) 7.6 hereof, incompetencyor from the date the Trustee is removed or otherwise incapable of acting hereunder, or removal pursuant any Beneficiary may petition a court of competent jurisdiction to Section 7(a) hereof, appoint a successor trustee. No appointment of a successor Trustee may shall be appointed either by (a) unanimous vote effective without the written consent of all Other Beneficiaries, which consent shall not be unreasonably withheld. The Corporation shall promptly notify any Paying Agent, Authenticating Agent, Deposit Agent, Remarketing Agent and Depositary as to the appointment of any successor trustee and shall promptly cause written notice of such appointment to be given to all Noteholders and Other Beneficiaries in the manner provided in Section 13.4 hereof, which notice shall include the address of the Trust Advisory Board, subject to the approval Principal Office of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of such predecessor Trusteetrustee.

Appointment of Successor Trustee. In If at any time the event Trustee shall resign, or shall be removed, be dissolved or otherwise become incapable of acting, or the bank or trust company acting as Trustee shall be taken over by any governmental official, agency, department or board, the position of Trustee shall thereupon become vacant. If the position of Trustee shall become vacant for any of the death (foregoing reasons or for any other reason, the Authority shall appoint a Trustee to fill such vacancy. The Authority shall publish notice of any such appointment once in each week for four successive weeks in a financial journal of general circulation published in the case Borough of Manhattan, City and State of New York, provided that no such publication is required if such notice is mailed to each bondholder of record. At any time within one year after any such vacancy shall have occurred, the owners of a majority in principal amount of the bonds then Outstanding, by an instrument or concurrent instruments in writing, signed by such bondholders or their attorneys in fact hereunto duly authorized and filed with the Authority, may appoint a successor Trustee, which shall supersede any Trustee that is a natural person), dissolution (in theretofore appointed by the case Authority. Photostatic copies of a each such instrument shall be delivered promptly by the Authority to the predecessor Trustee that is not a natural person), resignation pursuant and to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereof, the Trustee so appointed by the bondholders. If no appointment of a successor Trustee may shall be appointed either by (a) unanimous vote of the Trust Advisory Board, subject made pursuant to the approval foregoing provisions of this Section, the owner of any bond Outstanding hereunder or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Trustee. Any Trustee hereafter appointed shall be a bank or trust company duly organized and doing business under the laws of the United States of America and located in consultation with the BeneficiariesState of Texas, authorized under such laws to exercise corporate trust powers and subject to examination by federal or state authority, of good standing, and having, at the time of its appointment, a combined capital and surplus aggregating not less than One Hundred Million Dollars (b) order $100,000,000.00). The Authority covenants that it will promptly notify in writing each Bond Insurer of record of the Bankruptcy Courtresignation or removal of any Trustee and of the appointment of any successor Trustee. Such vote or order shall specify the date on Any Trustee which such appointment shall be effective. Every is replaced by a successor Trustee appointed hereunder promptly shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring turn over to such successor Trustee under the Litigation Trustall funds, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powersbooks, and privileges of such predecessor Trusteerecords pertaining to this Agreement.

Appointment of Successor Trustee. In case at any time the event Trustee or any successor thereto shall resign or shall be removed or shall become incapable of the death (in the case of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetencyacting, or removal pursuant to Section 7(a) hereofshall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of such Trustee or of its property shall be appointed, or if any public officer shall take charge or control of such Trustee or of its property or affairs, a successor Trustee may be appointed either by (a) unanimous vote of the Trust Advisory Board, subject to Issuer with the approval of Xxxxxx Xxx (if it is not in default in its obligations under the United States in consultation with the BeneficiariesPass-Through Certificate), or (b) order if Xxxxxx Xxx does not approve a successor the Issuer proposes to appoint, or if the Issuer is in default hereunder, by the holders of a majority in aggregate principal amount of the Bankruptcy Court. Such vote Bonds then Outstanding, excluding any Bonds held by or order shall specify for the date on which account of the Issuer, by an instrument or concurrent instruments in writing signed by such appointment shall be effective. Every successor Trustee appointed hereunder shall executeBondholders, acknowledgeor their attorneys duly authorized in writing, and deliver delivered to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the such successor Trustee, without notification thereof being given to the Issuer, Xxxxxx Xxx, the Borrower and the predecessor Trustee. If in a proper case no appointment of a successor Trustee shall have been made pursuant to the foregoing provisions of this Section within 60 days after the Trustee shall have given to the Issuer written notice as provided in Section 9.05 or after the occurrence of any further actother event requiring or authorizing such appointment, deedthe Trustee or any Bondholder may apply to any court of competent jurisdiction to appoint a successor. The court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. Any Trustee appointed under the provisions of this Section shall be a bank, trust company or conveyancenational banking association, shall become vested with all rightshaving a designated office within the State, having trust powers, trustswith prior experience as trustee under indentures under which multifamily housing revenue bonds of public agencies or authorities are issued, and duties having a capital and surplus acceptable to the Issuer and Xxxxxx Xxx, willing and able to accept the office on reasonable and customary terms in light of such removed, resigning, deceased, or dissolved Trustee pursuant the circumstances under which the appointment is tendered and authorized by law to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, perform all the estatesduties imposed upon it hereby, properties, rights, powers, and privileges of if there be such predecessor Trusteean institution meeting such qualifications willing to accept such appointment.

Appointment of Successor Trustee. In case at any time the Trustee shall resign, or shall be removed (unless the Trustee shall be removed as provided in Subsection (c) of Section 10.06, in which event the vacancy shall be filled as provided in said Subsection), or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver of the death (in the case Trustee or of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetencyits property shall be appointed, or removal pursuant if any public officer shall take charge or control of the Trustee or of its property of affairs for the purpose of rehabilitation, conservation or liquidation with respect to Section 7(a) hereofthe Debt Securities of one or more series, a successor Trustee with respect to the Debt Securities of that or those series (it being understood that any such successor Trustee may be appointed either with respect to the Debt Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Debt Securities of any series) may be appointed by (a) unanimous vote the Holders of a majority in aggregate principal amount of the Trust Advisory BoardOutstanding Debt Securities of that or those series, subject by an instrument or instruments in writing signed in duplicate by such Holders and filed, one original thereof with the Company and the other with the successor Trustee; but, until a successor Trustee shall have been so appointed by the Holders of Debt Securities of that or those series as herein authorized, the Company by Board Resolution, or, in case all or substantially all the assets of the Company shall be in the possession of one or more custodians or receivers lawfully appointed, or of trustees in bankruptcy or reorganization proceedings (including a trustee or trustees appointed under the provisions of the Federal bankruptcy laws, as now or hereafter constituted), or of assignees for the benefit of creditors, such receivers, custodians, trustees or assignees, as the case may be, by an instrument in writing, shall appoint a successor Trustee with respect to the approval Debt Securities of such series. Subject to the provisions of Section 10.04, 10.05 and 10.06, upon the appointment as aforesaid of a successor Trustee with respect to the Debt Securities of any series, the Trustee with respect of the United States in consultation with Debt Securities of such series shall cease to be Trustee hereunder. After any such appointment (other than by the Beneficiaries, Holders of Debt Securities of that or (bthose series) order of the Bankruptcy Court. Such vote or order shall specify the date on which person making such appointment shall forthwith cause notice thereof to be effectivemailed to the Holders of Debt Securities of such series at their addresses as the same shall then appear on the Security Register; but any successor Trustee with respect to the Debt Securities of such series so appointed shall immediately and without further act, be superseded by a successor Trustee appointed by the Holders of Debt Securities of such series in the manner above prescribed, if such appointment be made prior to the expiration of one year from the date of the mailing of such notice by the Company, or by such receivers, trustees or assignees. Every If any Trustee with respect to the Debt Securities of one or more series shall resign because of conflict of interest as provided in Section 10.06(a) and a successor Trustee shall not have been appointed by the Company or by the Holders of the Debt Securities of such series or, if any successor Trustee so appointed shall not have accepted its appointment within 30 days after such appointment shall have been made, the resigning Trustee may apply at the expense of the Company to any court of competent jurisdiction for the appointment of a successor Trustee. If in any other case a successor Trustee shall not be appointed pursuant to the foregoing provisions of this Section 10.07 within three months after such appointment might have been made hereunder, the Holder of any Debt Security of the applicable series or any retiring Trustee may, at the expense of the Company, apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, in any such case, after such notice, if any, as such court may deem proper, appoint a successor Trustee. Any successor Trustee appointed hereunder with respect to the Debt Securities of one or more series shall execute, acknowledge, acknowledge and deliver to the Bankruptcy Court its predecessor Trustee and to a removed the Company, or resigning Trustee (to the receivers, trustees, assignees or court appointing it, as the representative of a deceased or dissolved Trustee) case may be, an instrument accepting the such appointment under this Litigation Trust Agreement and agreeing to be bound heretohereunder, and thereupon the such successor Trustee, without any further act, deed, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and duties obligations with respect to such series of such removedpredecessor Trustee with like effect as if originally named as Trustee hereunder, resigningand such predecessor Trustee, deceasedupon payment of its charges and disbursements then unpaid, shall thereupon become obligated to pay over, and such successor Trustee shall be entitled to receive, all moneys and properties held by such predecessor Trustee as Trustee hereunder. Nevertheless, on the written request of the Company or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee or of the Holders of at least 10% in aggregate principal amount of the Outstanding Debt Securities of such series, such predecessor Trustee, upon payment of its said charges and disbursements, shall execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under upon the Litigation Trust, or confirming the conveyance and transfer thereto of, trusts herein expressed all the estatesrights, propertiespowers and trusts of such predecessor Trustee and shall assign, transfer and deliver to the successor Trustee all moneys and properties held by such predecessor Trustee; and, upon request of any such successor Trustee, the Company shall make, execute, acknowledge and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Trustee all such authority, rights, powers, trusts, immunities, duties and privileges of such predecessor Trusteeobligations.

Appointment of Successor Trustee. In the event case of the death (in the case resignation or removal of a Trustee that is or in case a natural person), dissolution (vacancy shall arise for any reason in the case trusteeship of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereofthe Trust Fund, a successor Trustee Trustee, which shall be a duly licensed and qualified trust company, or one or more individuals (provided that no single Participant may be appointed) shall be appointed either by (a) unanimous vote an instrument executed by the Company or, following payment to the Trustee in accordance with section 2.4(a), the Representative Participant. Acceptance of the Trust Advisory Board, subject appointment shall be evidenced in writing delivered by such Trustee to the approval of Company or the United States in consultation with Representative Participant, as the Beneficiaries, or (b) order of the Bankruptcy Courtcase may be. Such vote or order shall specify the date on which Any successor Trustee who accepts such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to have the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, same powers and duties as those conferred upon the Trustee hereunder and, upon acceptance of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing appointment by the successor Trustee, execute the Trustee shall assign, transfer and deliver an instrument or instruments conveying and transferring pay over to such successor Trustee the funds and properties then constituting the Trust Fund, together with any and all records, books and documents in the Trustee's possession pertaining to the Trust Fund. Upon such transfer the Trustee shall be discharged from any liability, obligations and responsibility under the Litigation TrustTrust Fund or in connection with the Plan in relation to matters arising after the effective date of the appointment of the successor Trustee. The Trustee is authorized, however, to reserve such compensation and other expenses reasonably incurred in connection with the administration of the Trust to the date of the resignation or confirming removal of the conveyance Trustee and transfer thereto of, all the estates, properties, rights, powers, and privileges any balance of such predecessor reserve remaining after the payment of such compensation and expenses shall be paid over to the successor Trustee. In the event the Company or the Representative Participant, as the case may be, fails to appoint a successor Trustee within sixty (60) days of the resignation or removal, the Trustee, at the expense of the Trust Fund, shall have the right to seek appointment of a successor Trustee from a court of competent jurisdiction.

Appointment of Successor Trustee. In case the event Trustee hereunder shall resign or be removed, or shall otherwise become incapable of acting hereunder, or in case it shall be taken under the death (in the case control of any public officer or officers or of a Trustee that is receiver appointed by a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereofcourt, a successor Trustee may be appointed either appointed, by (a) unanimous vote the Owners of the Trust Advisory Boarda majority in aggregate principal amount of Bonds then Outstanding, subject by an instrument or concurrent instruments in writing delivered to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement Issuer and the PlanTenant; provided, however, that in case of such vacancy and so long as no Event of Default hereunder shall have occurred and be continuing, the Issuer, by an instrument executed and signed by its Mayor/CEO and attested by its Unified Clerk under its seal, may appoint a removed or resigning temporary Trustee (or to fill such vacancy until a successor Trustee shall be appointed by the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested Owners in writing the manner above provided; and any such temporary Trustee so appointed by the Issuer shall immediately and without further act be superseded by the successor Trustee, execute Trustee so appointed by such Owners. The Trustee and deliver an instrument or instruments conveying and transferring to such every successor Trustee under appointed hereunder shall be a trust institution or commercial bank located in the Litigation TrustState, shall be in good standing and qualified to accept such trusts, shall be subject to examination by a federal or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powersstate bank regulatory authority, and privileges shall have a reported capital and surplus of not less than $50,000,000. If such institution publishes reports of conditions at least annually pursuant to law or regulation, then for the purposes of this Section the capital and surplus of such predecessor Trusteeinstitution shall be deemed to be its capital and surplus as set forth in its most recent report of condition so published. Notwithstanding any other provision of this Indenture, no removal, resignation or termination of the Trustee shall take effect until a successor, shall be appointed and has accepted such appointment.

Appointment of Successor Trustee. In If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer, with the written consent of the Corporation (which consent shall not be unreasonably withheld) (so long as no event of default hereunder or under the death Loan Agreement has occurred and is continuing), or the owners of a majority in principal amount of Bonds Outstanding (if an event of default hereunder or under the Loan Agreement has occurred and is continuing), by an instrument or concurrent instruments in writing delivered to the Issuer and the retiring Trustee, shall promptly appoint a successor Trustee. In case all or substantially all of the Trust Estate shall be in the case possession of a receiver or trustee lawfully appointed, such receiver or trustee, by written instrument, may similarly appoint a temporary successor to fill such vacancy until a new Trustee that is a natural person)shall be so appointed by the Issuer or the Owners. If, dissolution (in within 30 days after such resignation, removal or incapability or the case occurrence of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereofsuch vacancy, a successor Trustee may shall be appointed either by (a) unanimous vote in the manner herein provided, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the Trust Advisory Board, subject to successor Trustee and supersede the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effective. Every retiring Trustee and any temporary successor Trustee appointed hereunder by such receiver or trustee. If no successor Trustee shall executehave been so appointed and accepted appointment in the manner herein provided, acknowledge, and deliver to the Bankruptcy Court and to a removed Trustee or resigning Trustee (or any Owner may petition any court of competent jurisdiction for the representative appointment of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, until a successor shall have been appointed as above provided. The successor so appointed by such court shall immediately and without further act be superseded by any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; successor appointed as above provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to . Every such successor Trustee appointed pursuant to the provisions of this Section shall be a bank with trust powers or trust company in good standing under the Litigation Trustlaw of the jurisdiction in which it was created and by which it exists, or confirming meeting the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges eligibility requirements of such predecessor Trusteethis Article.

Appointment of Successor Trustee. In case of the resignation or removal of the Trustee or in case a vacancy shall arise for any reason in the trusteeship of the Trust Fund, a successor trustee, which shall be a duly licensed and qualified trust company, shall be appointed by an instrument executed by the Company or, following any Event of Default (other than a first occurrence of a Failure to Pay Fees), by an instrument executed by the Company and the Participant (except to the extent prevented by applicable law in the event of an Insolvency of the Company). Acceptance of the appointment shall be evidenced in writing delivered by such successor trustee to the Company and the Participant. Any successor trustee who accepts such appointment shall thereupon become the ‘Trustee” for all purposes of this Trust Agreement after such date and thereafter shall have the same powers and duties as those conferred upon the Trustee hereunder and, upon acceptance of such appointment by the successor trustee, the Trustee shall assign, transfer and pay over to such successor trustee the funds and properties then constituting the Trust Fund, together with any and all records, books and documents in the Trustee’s possession pertaining to the Trust Fund. Upon such transfer, the Trustee shall be discharged from any liability, obligations and responsibility under the Trust Fund or in connection with the Plan arising after the date of transfer. The Trustee is authorized, however, to reserve such compensation and other expenses reasonably incurred in connection with the administration of the Trust to the date of the resignation or removal of the Trustee and any balance of such reserve remaining after the payment of such compensation and expenses shall be paid over to the successor trustee. In the event the Company or the Company and the Participant, as the case may be, should fail to appoint a successor trustee within sixty (60) days of the death (in the case of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereofof the Trustee then the Trustee, a successor Trustee may be appointed either by (a) unanimous vote at the expense of the Trust Advisory BoardFund, subject shall have the right to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such seek appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties trustee from a court of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of such predecessor Trusteecompetent jurisdiction.

Appointment of Successor Trustee. In case at any time the event Trustee shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver of the death (Trustee or of its property shall be appointed, or if any public officer shall take charge or control of the Trustee or of its property of affairs for the purpose of rehabilitation, conservation or liquidation with respect to the Notes, the Issuer shall promptly appoint a successor Trustee. If a successor Trustee does not take office within 30 days after the retiring Trustee resigns, is removed, becomes incapable of acting, is adjudged a bankrupt of insolvent or is taken charge or control of as described in the case of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereofpreceding sentence, a successor Trustee may be appointed either by (a) unanimous vote the Holders of a majority in aggregate principal amount of the Trust Advisory Boardoutstanding Notes, subject to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying in writing signed in duplicate by such Holders and transferring to such filed, one original thereof with the Issuer and the other with the successor Trustee; but, until a successor Trustee shall have been so appointed by the Holders of Notes as herein authorized, the Issuer, or, in case all or substantially all the assets of the Issuer shall be in the possession of one or more Custodians or receivers lawfully appointed, or of trustees in bankruptcy or reorganization proceedings (including a trustee or trustees appointed under the Litigation Trustprovisions of the Federal bankruptcy laws, as now or hereafter constituted), or confirming of assignees for the conveyance benefit of creditors, such receivers, Custodians, trustees or assignees, as the case may be, by an instrument in writing, shall appoint a successor Trustee with respect to the Notes. Subject to the provisions of Sections 7.04, 7.05 and transfer thereto of7.06, all upon the estatesappointment as aforesaid of a successor Trustee with respect to the Notes, properties, rights, powers, and privileges the Trustee with respect of the Notes shall cease to be Trustee hereunder. After any such predecessor Trustee.appointment (other than by the Holders of Notes) the Person making such appointment shall forthwith cause notice thereof to be mailed or electronically delivered to the Holders of Notes at their addresses as the same shall then appear on the registry of the Notes maintained by the Registrar pursuant to

Appointment of Successor Trustee. In If the event Trustee shall resign, be removed, or become otherwise incapable of acting hereunder, then a successor Trustee shall be appointed in the manner set forth in this Section 13(g). Until such time as $12,000,000 of the death (principal amount of the Stolx Xxxior Debt, and all accrued interest thereon, has been paid in the case of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereoffull, a successor to the initial Trustee may (i.e. John Xxxxxxxx) xxall be appointed either by (a) unanimous vote the Executive Committee by an instrument or document or concurrent instruments or documents in writing signed by all of the Trust Advisory Board, subject members of the Executive Committee. After the earlier of (i) the appointment of a successor to the approval initial Trustee by the Executive Committee or (ii) the payment of $12,000,000 of the United States Stolx Xxxior Debt as described above, whichever is the first to occur, any successor Trustee shall be appointed by the holders of a majority in consultation with the Beneficiaries, or (b) order aggregate principal amount of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effective. Debentures then Every successor Trustee appointed hereunder shall execute, execute and acknowledge, and shall deliver to its predecessor and the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) Company, an instrument or document in writing accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trusteeappointment. Thereupon, without any further act, deed, or conveyance, the successor shall become vested with all rightsof the trust, properties, remedies, powers, trustsrights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests and duties liens of such removedits predecessor. Upon the written request of its successor or the Company, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning predecessor Trustee (or the representative of a deceased or dissolved Trusteea) shall, nevertheless, when requested in writing by the successor Trustee, shall execute and deliver an instrument or instruments conveying and document transferring to such his successor Trustee under all of the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estatestrusts, properties, rightsremedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests and privileges liens of such the predecessor Trustee hereunder, and (b) shall take any other action necessary to duly assign, transfer and deliver to its successor all property (including, without limitation, all securities and moneys) held by him as Trustee.

Appointment of Successor Trustee. In case at any time the event Trustee or any successor thereto shall resign or shall be removed or shall become incapable of the death (in the case of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetencyacting, or removal pursuant to Section 7(a) hereofshall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of such Trustee or of its property shall be appointed, or if any public officer shall take charge or control of such Trustee or of its property or affairs, a successor Trustee may be appointed either by (a) unanimous vote of the Trust Advisory Board, subject to Issuer with the approval of Xxxxxx Xxx (if it is not in default in its obligations under the United States in consultation with the BeneficiariesPass-Through Certificate), or (b) order if Xxxxxx Mae does not approve a successor the Issuer proposes to appoint, or if the Issuer is in default hereunder, by the holders of a majority in aggregate principal amount of the Bankruptcy Court. Such vote Bonds then Outstanding, excluding any Bonds held by or order shall specify for the date on which account of the Issuer, by an instrument or concurrent instruments in writing signed by such appointment shall be effective. Every successor Trustee appointed hereunder shall executeBondholders, acknowledgeor their attorneys duly authorized in writing, and deliver delivered to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the such successor Trustee, without notification thereof being given to the Issuer, Xxxxxx Xxx, the Borrower and the predecessor Trustee. If in a proper case no appointment of a successor Trustee shall have been made pursuant to the foregoing provisions of this Section within 60 days after the Trustee shall have given to the Issuer written notice as provided in Section 9.05 or after the occurrence of any further actother event requiring or authorizing such appointment, deedthe Trustee or any Bondholder may apply to any court of competent jurisdiction to appoint a successor. The court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. Any Trustee appointed under the provisions of this Section shall be a bank, trust company or conveyancenational banking association, shall become vested with all rightshaving a designated office within the State, having trust powers, trustswith prior experience as trustee under indentures under which multifamily housing revenue bonds of public agencies or authorities are issued, and duties having a capital and surplus acceptable to the Issuer and Xxxxxx Xxx, willing and able to accept the office on reasonable and customary terms in light of such removed, resigning, deceased, or dissolved Trustee pursuant the circumstances under which the appointment is tendered and authorized by law to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, perform all the estatesduties imposed upon it hereby, properties, rights, powers, and privileges of if there be such predecessor Trusteean institution meeting such qualifications willing to accept such appointment.

Appointment of Successor Trustee. In the event of the death (a vacancy in the case position of Trustee or if a Trustee has given notice of its intention to resign, the Certificate Holders present or represented at a meeting held in accordance with the requirements of Article VIII may appoint a successor Trustee. Any Trustee shall be a bank having trust powers and having a capital, surplus and undivided profits of at least $100,000,000. In the event that is a natural person), dissolution (vacancy in the case position of a Trustee that is not a natural person), resignation pursuant to Section 7(bcontinues for sixty (60) hereof, incompetency, or removal pursuant to Section 7(a) hereofdays, a successor Trustee may be appointed either by (a) unanimous vote any State or Federal District Court holding terms in Omaha, Douglas County, Nebraska, upon the application of any Certificate Hoxxxx, xnd in the event any such application is filed, such court may appoint a temporary Trustee at any time after any such application is filed with it which shall, pending the final appointment of a Trustee, have such powers and duties as the court appointing such temporary Trustee shall provide in its order of appointment, consistent with the provisions of this Indenture. Immediately upon the appointment of any successor Trustee other than such a temporary Trustee, all rights, titles, duties, powers and authority of the succeeded Trustee hereunder shall be vested in and undertaken by the successor Trustee which shall be entitled to receive from the Trustee which it succeeds all of the Trust Advisory Board, subject to the approval of the United States Estate held by it hereunder and all records and files in consultation with the Beneficiaries, or (b) order of the Bankruptcy Courtconnection therewith. Such vote or order shall specify the date on which such appointment No successor Trustee shall be effective. Every obligated to examine or seek alteration of any account of any preceding Trustee, nor shall any successor Trustee appointed hereunder be liable personally for failing to do so or for any act or omission of any preceding Trustee. The preceding sentence shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without not prevent any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of anyone else from taking any action otherwise permissible in connection with any such predecessor Trusteeaccount.

Appointment of Successor Trustee. In case at any time the Trustee shall resign, or shall be removed (unless the Trustee shall be removed as provided in Section 7.04, in which event the vacancy shall be filled as provided in said Section), or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver of the death (in the case Trustee or of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetencyits property shall be appointed, or removal pursuant if any public officer shall take charge or control of the Trustee or of its property of affairs for the purpose of rehabilitation, conservation or liquidation with respect to Section 7(a) hereofthe Notes, a successor Trustee may be appointed either by (a) unanimous vote the Holders of a majority in aggregate principal amount of the Trust Advisory Boardoutstanding Notes, subject by an instrument or instruments in writing signed in duplicate by such Holders and filed, one original thereof with the Issuer and the other with the successor Trustee; but, until a successor Trustee shall have been so appointed by the Holders of Notes as herein authorized, the Issuer by Board Resolution, or, in case all or substantially all the assets of the Issuer shall be in the possession of one or more custodians or receivers lawfully appointed, or of trustees in bankruptcy or reorganization proceedings (including a trustee or trustees appointed under the provisions of the Federal bankruptcy laws, as now or hereafter constituted), or of assignees for the benefit of creditors, such receivers, custodians, trustees or assignees, as the case may be, by an instrument in writing, shall appoint a successor Trustee with respect to the approval Notes. Subject to the provisions of Sections 7.04, 7.05 and 7.06, upon the appointment as aforesaid of a successor Trustee with respect to the Notes, the Trustee with respect of the United States in consultation with Notes shall cease to be Trustee hereunder. After any such appointment (other than by the Beneficiaries, or (bHolders of Notes) order of the Bankruptcy Court. Such vote or order shall specify the date on which person making such appointment shall forthwith cause notice thereof to be effectivemailed to the Holders of Notes at their addresses as the same shall then appear on the registry of the Notes maintained by the Registrar pursuant to Section 2.04; but any successor Trustee so appointed shall immediately and without further act be superseded by a successor Trustee appointed by the Holders of Notes in the manner above prescribed, if such appointment be made prior to the expiration of one year from the date of the mailing of such notice by the Issuer, or by such receivers, trustees or assignees. Every If any Trustee shall resign because of conflict of interest as provided in Section 7.06 and a successor Trustee shall not have been appointed by the Issuer or by the Holders of the Notes or, if any successor Trustee so appointed shall not have accepted its appointment within 30 days after such appointment shall have been made, the resigning Trustee may apply at the expense of the Issuer to any court of competent jurisdiction for the appointment of a successor Trustee. If in any other case a successor Trustee shall not be appointed pursuant to the foregoing provisions of this Section 7.07 within three months after such appointment might have been made hereunder, the Holder of any Note or any retiring Trustee may, at the expense of the Issuer, apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, in any such case, after such notice, if any, as such court may deem proper, appoint a successor Trustee. Any successor Trustee appointed hereunder shall execute, acknowledge, acknowledge and deliver to the Bankruptcy Court its predecessor Trustee and to a removed the Issuer, or resigning Trustee (to the receivers, trustees, assignees or court appointing it, as the representative of a deceased or dissolved Trustee) case may be, an instrument accepting the such appointment under this Litigation Trust Agreement and agreeing to be bound heretohereunder, and thereupon the such successor Trustee, without any further act, deed, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and duties obligations with respect to such series of such removedpredecessor Trustee with like effect as if originally named as Trustee hereunder, resigningand such predecessor Trustee, deceasedupon payment of its charges and disbursements then unpaid, shall thereupon become obligated to pay over, and such successor Trustee shall be entitled to receive, all moneys and properties held by such predecessor Trustee as Trustee hereunder. Nevertheless, on the written request of the Issuer or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee or of the Holders of at least 10% in aggregate principal amount of the outstanding Notes, such predecessor Trustee, upon payment of its said charges and disbursements, shall execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under upon the Litigation Trust, or confirming the conveyance and transfer thereto of, trusts herein expressed all the estatesrights, propertiespowers and trusts of such predecessor Trustee and shall assign, transfer and deliver to the successor Trustee all moneys and properties held by such predecessor Trustee; and, upon request of any such successor Trustee, the Issuer shall make, execute, acknowledge and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Trustee all such authority, rights, powers, trusts, immunities, duties and privileges of such predecessor Trusteeobligations.

Appointment of Successor Trustee. In the event Any removal or resignation of the death (in the case Trustee and appointment of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereof, a successor Trustee may be appointed either shall become effective upon acceptance of appointment by (a) unanimous vote of the Trust Advisory Boardsuccessor Trustee; provided, subject to however, that under any circumstances the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment successor Trustee shall be effectivequalified as provided in subsection (e) of this Section. Every If no qualified successor Trustee shall have been appointed and have accepted appointment within 45 days following giving notice of removal or notice of resignation as aforesaid, the retiring Trustee being removed or resigning or any Bond Owner (on behalf of himself and all other Bond Owners) may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed hereunder under this Indenture shall execute, acknowledgesignify its acceptance of such appointment by executing and delivering to the County and to its predecessor Trustee a written acceptance thereof, and deliver to the Bankruptcy Court and to a removed or resigning predecessor Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting indemnifying the appointment under this Litigation Trust Agreement and agreeing to be bound heretopredecessor Trustee for any costs or claims arising during the time the successor Trustee serves as Trustee hereunder, and thereupon after payment by the County of all unpaid fees and expenses of the predecessor Trustee, such successor Trustee, without any further act, deed, deed or conveyance, shall become vested with all rightsthe moneys, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, trusts, duties and privileges obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the County or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the County shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the County shall mail or cause the successor Trustee to mail, by first class mail postage prepaid, a notice of the succession of such Trustee to the trusts hereunder to each rating agency which then maintains a rating on the Bonds and to the Bond Owners at the addresses shown on the Registration Books. If the County fails to mail such notice within 15 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the County.

Appointment of Successor Trustee. In If (a) the event Trustee shall resign, shall be removed, shall be dissolved, or shall become otherwise incapable of acting hereunder, (b) the Trustee shall be taken under the control of any public officer or officers, (c) a receiver shall be appointed for the Trustee by a court or (d) the Trustee shall have an order for relief entered in any case commenced by it or against it under federal bankruptcy laws or commence a proceeding under any federal or state bankruptcy, insolvency, reorganization or similar law, or have such a proceeding commenced against it and either have an order of insolvency or reorganization entered against it or have the proceeding remain undismissed and unstayed for ninety days, then a successor Trustee shall be appointed by the Authority; provided that if a successor Trustee is not so appointed within twenty (20) Business Days after (i) a notice of resignation or an instrument or document of removal is given or received by the Authority, as provided in Sections 6.06 and 6.07 hereof, respectively, or (ii) the Trustee is dissolved, taken under control, becomes otherwise incapable of acting, a receiver is appointed or any of the death circumstances described in clause (d) occur, in each case, as provided above, then, if the case Authority shall not have appointed a successor Trustee, the Holders of a majority in Aggregate Principal Amount of Bonds then Outstanding (excluding Bonds then held or owned by the Authority) may designate a successor Trustee that is a natural person), dissolution (by an instrument or document or concurrent instruments or documents in the case writing signed by or on behalf of those Holders. If no appointment of a successor Trustee that is not a natural person), resignation shall be made pursuant to the foregoing provisions of this Section 7(bwithin 90 days after the occurrence of an event described in clause (i) hereofor (ii) of this paragraph, incompetencythe Holder of any Bond outstanding hereunder or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court thereupon may appoint, or removal pursuant to Section 7(a) hereofafter such notice, if any, as such court may deem proper and prescribe, a successor Trustee. All costs, fees and expenses related to such application to any court shall be paid by the Authority. Every successor Trustee may be appointed either by pursuant to this Section (a) unanimous vote shall be a trust company or a bank having the powers of the Trust Advisory Boarda trust company, subject to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effectivein good standing within the State, shall be duly authorized to exercise trust powers within the State, (d) shall be subject to examination by federal or State authorities, (e) shall be willing to accept the trusteeship under the terms and conditions of this CFC Master Trust Agreement, and (f) shall have an unimpaired reported capital and surplus of not less than $75,000,000. Every successor Trustee appointed hereunder shall executesign, acknowledge, and acknowledge and deliver to its predecessor and the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) Authority, an instrument or document in writing accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trusteeappointment. Thereupon, without any further act, deed, or conveyance, the successor Trustee shall become vested with all rightsof the trusts, remedies, powers, trustsrights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles and duties interests of such removedits predecessor. Upon the written request of its successor or the Authority, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning predecessor Trustee (or the representative of a deceased or dissolved Trusteea) shall, nevertheless, when requested in writing by the successor Trustee, execute shall sign and deliver an instrument or instruments conveying and document transferring to such its successor Trustee under all of the Litigation Trusttrusts, or confirming the conveyance and transfer thereto ofremedies, all the estates, propertiespowers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles and interests of the predecessor Trustee hereunder, and (b) shall take any other action necessary to duly assign, transfer and deliver to its successor all property and records (including without limitation, all money) held by it as Trustee less unpaid Ordinary and Extraordinary Expenses including reasonable counsel fees. Should any instrument or document in writing from the Authority be requested by any successor Trustee for vesting and conveying more fully and certainly in and to that successor the trusts, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles and privileges of such interests vested or conveyed or intended to be vested or conveyed hereby in or to the predecessor Trustee, the Authority shall sign, acknowledge and deliver that instrument or document. In the event of a change in the Trustee, the predecessor Trustee shall cease to be custodian of any money that it may hold pursuant to this CFC Master Trust Agreement and shall cease to be Registrar, an Authenticating Agent and a Paying Agent for any of the Bonds, to the extent it served in any of those capacities. The successor Trustee shall become custodian and, if applicable, Registrar, an Authenticating Agent and a Paying Agent.

Appointment of Successor Trustee. In If at any time hereafter the event Trustee shall resign, be removed, be dissolved or otherwise become incapable of acting, or the bank or trust company acting as Trustee shall be taken over by any governmental official, agency, department or board, the positions of Trustee shall thereupon become vacant. If the position of Trustee shall become vacant for any reason, the City shall appoint a Trustee to fill such vacancy. A successor Trustee shall not be required if the Trustee shall sell or assign substantially all of its trust business and the vendee or assignee shall continue in the trust business, or if a transfer of the death trust department of the Trustee is required by operation of law, provided that such vendee, assignee or transferee is (in i) a bank or trust company within or without the case City which is duly authorized to exercise corporate trust powers and subject to examination by federal or State authority, (ii) of good standing, and (iii) having a Trustee that is a natural personcombined capital, surplus and undivided profits aggregating not less than One Hundred Million Dollars ($100,000,000), dissolution (in the case . The appointment of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereof, a any successor Trustee may shall be appointed either by (a) unanimous vote of the Trust Advisory Board, subject to the approval of the United States Local Government Commission. The City shall mail notice of any such appointment made by it, postage prepaid, to all Owners of Bonds. At any time within sixty (60) days after any such vacancy shall have occurred, the Owners of not less than 25% in consultation principal amount of Bonds then Outstanding, by an instrument or concurrent instruments in writing, executed by such Owners and filed with the BeneficiariesCity, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to may nominate a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without which the City shall appoint and which shall supersede any further act, deed, or conveyance, Trustee theretofore appointed by the City. Photographic copies of each such instrument shall become vested with all rights, powers, trusts, be delivered promptly by the City to the predecessor Trustee and duties to the Trustee so appointed by the Owners. If no appointment of such removed, resigning, deceased, or dissolved a successor Trustee shall be made pursuant to the foregoing provisions of this Litigation Trust Agreement and the Plan; providedSection within sixty (60) days after any vacancy shall have occurred, however, that any Owner hereunder or any retiring Trustee may apply to any court of competent jurisdiction to appoint a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee. Such court may thereupon, execute after such notice, if any, as such court may deem proper and deliver an instrument or instruments conveying and transferring to such prescribe, appoint a successor Trustee. Any successor Trustee under hereafter appointed shall be (i) a bank or trust company within or without the Litigation TrustCity which is duly authorized to exercise corporate trust powers and subject to examination by federal or State authority, or confirming the conveyance (ii) of good standing and transfer thereto of(iii) having a combined capital, all the estates, properties, rights, powers, surplus and privileges of such predecessor Trusteeundivided profits aggregating not less than One Hundred Million Dollars ($100,000,000).

Appointment of Successor Trustee. In case at any time the event Trustee shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver of the death (Trustee or of its property shall be appointed, or if any public officer shall take charge or control of the Trustee or of its property of affairs for the purpose of rehabilitation, conservation or liquidation with respect to the Notes, the Issuer shall promptly appoint a successor Trustee. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns, is removed, becomes incapable of acting, is adjudged a bankrupt of insolvent or is taken charge or control of as described in the case of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereofpreceding sentence, a successor Trustee may be appointed either by (a) unanimous vote the Holders of a majority in aggregate principal amount of the Trust Advisory Boardoutstanding Notes, subject by an instrument or instruments in writing signed in duplicate by such Holders and filed, one original thereof with the Issuer and the other with the successor Trustee; but, until a successor Trustee shall have been so appointed by the Holders of Notes as herein authorized, the Issuer, or, in case all or substantially all the assets of the Issuer shall be in the possession of one or more Custodians or receivers lawfully appointed, or of trustees in bankruptcy or reorganization proceedings (including a trustee or trustees appointed under the provisions of the Federal bankruptcy laws, as now or hereafter constituted), or of assignees for the benefit of creditors, such receivers, Custodians, trustees or assignees, as the case may be, by an instrument in writing, shall appoint a successor Trustee with respect to the approval Notes. Subject to the provisions of Sections 7.04, 7.05 and 7.06, upon the appointment as aforesaid of a successor Trustee with respect to the Notes, the Trustee with respect of the United States in consultation with Notes shall cease to be Trustee hereunder. After any such appointment (other than by the Beneficiaries, or (bHolders of Notes) order of the Bankruptcy Court. Such vote or order shall specify the date on which person making such appointment shall forthwith cause notice thereof to be effectivemailed or electronically delivered to the Holders of Notes at their addresses as the same shall then appear on the registry of the Notes maintained by the Registrar pursuant to Section 2.04; but any successor Trustee so appointed shall immediately and without further act be superseded by a successor Trustee appointed by the Holders of Notes in the manner above prescribed, if such appointment be made prior to the expiration of one year from the date of the mailing or electronic delivery of such notice by the Issuer, or by such receivers, trustees or assignees. Every If any Trustee shall resign because of conflict of interest as provided in Section 7.06 and a successor Trustee shall not have been appointed by the Issuer or by the Holders of the Notes or, if any successor Trustee so appointed shall not have accepted its appointment within 30 days after such appointment shall have been made, the resigning Trustee may apply at the expense of the Issuer to any court of competent jurisdiction for the appointment of a successor Trustee. If in any other case a successor Trustee shall not be appointed pursuant to the foregoing provisions of this Section 7.07 within three months after such appointment might have been made hereunder, the Holder of any Note or any retiring Trustee may, at the expense of the Issuer, apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, in any such case, after such notice, if any, as such court may deem proper, appoint a successor Trustee. Any successor Trustee appointed hereunder shall execute, acknowledge, acknowledge and deliver to the Bankruptcy Court its predecessor Trustee and to a removed the Issuer, or resigning Trustee (to the receivers, trustees, assignees or court appointing it, as the representative of a deceased or dissolved Trustee) case may be, an instrument accepting the such appointment under this Litigation Trust Agreement and agreeing to be bound heretohereunder, and thereupon the such successor Trustee, without any further act, deed, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and duties obligations with respect to such series of such removedpredecessor Trustee with like effect as if originally named as Trustee hereunder, resigningand such predecessor Trustee, deceasedupon payment of its charges and disbursements then unpaid, shall thereupon become obligated to pay over, and such successor Trustee shall be entitled to receive, all moneys and properties held by such predecessor Trustee as Trustee hereunder. Nevertheless, on the written request of the Issuer or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee or of the Holders of at least 10% in aggregate principal amount of the outstanding Notes, such predecessor Trustee, upon payment of its said charges and disbursements, shall execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under upon the Litigation Trust, or confirming the conveyance and transfer thereto of, trusts herein expressed all the estatesrights, propertiespowers and trusts of such predecessor Trustee and shall assign, transfer and deliver to the successor Trustee all moneys and properties held by such predecessor Trustee; and, upon request of any such successor Trustee, the Issuer shall make, execute, acknowledge and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Trustee all such authority, rights, powers, trusts, immunities, duties and privileges of such predecessor Trusteeobligations.

Appointment of Successor Trustee. In If the event Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer shall, by Issuer Order, promptly appoint a successor trustee. If, within one (1) year of such resignation, removal or incapability, or the occurrence of such vacancy, the Holders of a majority in aggregate Principal Amount of the death then Outstanding Notes, by an instrument or concurrent instruments in writing signed by such Holders, or by their attorney-in-fact duly authorized, appoint a successor, such successor shall, upon its acceptance of such appointment, supersede the successor appointed by the Issuer. If no successor trustee has been appointed and accepted appointment as herein provided after sixty (in 60) days from the case mailing of a notice of resignation by the Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to under Section 7(b) 7.6 hereof, incompetencyor from the date the Trustee is removed or otherwise incapable of acting hereunder, or removal pursuant any Beneficiary may petition a court of competent jurisdiction to Section 7(a) hereof, appoint a successor trustee. No appointment of a successor Trustee may shall be appointed either by (a) unanimous vote effective without the written consent of all Other Beneficiaries, which consent shall not be unreasonably withheld. The Issuer shall promptly notify any Paying Agent, Authenticating Agent, Remarketing Agent and Tender Agent as to the appointment of any successor trustee and shall promptly cause written notice of such appointment to be given to all Noteholders and Other Beneficiaries in the manner provided in Section 10.4 hereof, which notice shall include the address of the Trust Advisory Board, subject to the approval Principal Office of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of such predecessor Trustee.