Common use of Acceptance of Appointment by Successor Clause in Contracts

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall execute and deliver an instrument transferring to such successor Trustee all such rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. Every successor Trustee Collateral Agent appointed hereunder shall execute execute, acknowledge and deliver to the CompanyBorrower, the Authorized Agents, the Owner Trustees and the Loan Trustees RUS and to the retiring Trustee Collateral Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee Collateral Agent shall become effective and such successor TrusteeCollateral Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeCollateral Agent; but, on request of the Company Borrower, RUS or the successor TrusteeCollateral Agent, such retiring Trustee shall Collateral Agent shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee Collateral Agent all such the rights, powers and trusts of the retiring Trustee Collateral Agent, and shall duly assign, transfer and deliver to such successor Trustee Collateral Agent all Trust Property property and money held by such retiring Trustee Collateral Agent hereunder, subject nevertheless to its lienLien, if any, provided for in Section 7.076.04. Upon request of any such successor TrusteeCollateral Agent, the Company, the retiring Trustee and such successor Trustee Borrower shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee Collateral Agent all such rights, powers and trusts. No institution successor Collateral Agent shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Collateral Agent shall be qualified and eligible under this Article VIISection 6.05 hereof.

Acceptance of Appointment by Successor. Every In case of the appointment hereunder of a successor Trustee, every such successor Trustee so appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Issuer and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Issuer or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Issuer shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and truststrusts referred to in the first or second preceding paragraph, as the case may be. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every In case of the appointment hereunder of a successor Trustee, every such successor Trustee so appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Company shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and truststrusts referred to above. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VII7.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall execute and deliver an instrument transferring to such successor Trustee all such rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.077.07 and the retiring Trustee shall thereupon be released from further liability hereunder. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Obligor and to the retiring predecessor Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring predecessor Trustee shall become effective effective, and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring predecessor Trustee; but, on request of the Company Obligor or the successor Trustee, such retiring predecessor Trustee shall shall, upon payment of its reasonable charges, if any, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee predecessor Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring predecessor Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon reasonable request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Obligor shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VII.V.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute and deliver to the Company, the Authorized Agents, the Owner Trustees Agents and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall execute and deliver an instrument transferring to such successor Trustee all such rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. Every In case of the appointment hereunder of a successor Relevant Trustee with respect to all Trust Securities and the Trust, every such successor Relevant Trustee so appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Trust and to the retiring Relevant Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Trustee shall become effective and such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Company Depositor or the successor Relevant Trustee, such retiring Relevant Trustee shall shall, upon payment of its charges by the Depositor, execute and deliver an instrument transferring to such successor Relevant Trustee all such the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all Trust Property property and money held by such retiring Relevant Trustee hereunder, subject nevertheless subject, nevertheless, to its lien, if any, the retiring Trustee's prior lien provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII8.06.

Acceptance of Appointment by Successor. Every (a) In case of the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed hereunder with respect to the Trust Securities and the Trust shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Depositor and to the retiring Relevant Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Trustee shall become effective and such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Company Depositor or the successor Relevant Trustee, such retiring Relevant Trustee shall shall, upon payment of all sums owed to it, execute and deliver an instrument transferring to such successor Relevant Trustee all such the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Relevant Trustee hereunder unless at with respect to the time of such acceptance such institution shall be qualified Trust Securities and eligible under this Article VIIthe Trust.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute meet the requirements of Section 6.8, shall make the representations and warranties contained in Section 6.17, and shall execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees Issuer and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment. Upon delivery of the required instruments, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts trusts, duties and duties obligations of the retiring Trustee; but, on request of the Company Issuer or a Majority of any Class of Notes or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges then unpaid, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and Money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Issuer shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Company shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VII6. Notwithstanding the resignation or removal of the Trustee, the Company’s obligations under Section 6.07 shall continue for the benefit of the retiring trustee with respect to expenses and liabilities incurred by it prior to such resignation or removal.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute take all necessary steps to be approved by the Casino Control Commission and shall execute, acknowledge and deliver to the Company, to the Authorized Agents, the Owner Trustees and the Loan Trustees Guarantors and to the retiring Trustee an instrument accepting such appointment, and thereupon the successor Trustee, the Company and the Guarantors shall enter into a supplemental indenture evidencing the appointment of the successor Trustee and, as required, any amendment or modification to any Security Document or any additional Security Document. Thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Company shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Issuers and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company Issuers or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder. Notwithstanding the replacement of the Trustee pursuant to this Section 610, subject nevertheless the Issuers’ obligations under Section 607 shall continue for the benefit of the retiring Trustee with regard to its lien, if any, provided for in Section 7.07expenses and liabilities incurred by it and compensation earned by it prior to such replacement or otherwise under this Indenture. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Issuers shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees Issuer and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company Issuer or the successor Trustee, such retiring Trustee shall shall, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Issuer shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. The predecessor Trustee shall not be liable for the actions or the failure to act of any successor Trustee hereunder, but each retiring Trustee shall remain liable for its actions or failure to act during its tenure as Trustee hereunder. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance acceptance, such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every In case of the appointment hereunder of a successor Trustee with respect to the Notes, every such successor Trustee so appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Company shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and truststrusts referred to in this Section, as the case may be. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless . In case of the appointment hereunder of a successor Trustee with respect to its lien, if any, provided for in Section 7.07. Upon request the Securities of any such successor Trusteeone or more (but not all) series, the Company, the retiring Trustee and such each successor Trustee with respect to the Securities of one or more series shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such an indenture supplemental hereto wherein each successor Trustee all such rights, powers and trusts. No institution shall accept its such appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.which

Acceptance of Appointment by Successor. Every successor Indenture Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees Issuer and the Loan Trustees and to the retiring Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and such successor Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Indenture Trustee; but. Notwithstanding the foregoing, on request of the Company Issuer or the successor Indenture Trustee, such retiring Indenture Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Indenture Trustee all such the rights, powers and trusts of the retiring Trustee Indenture Trustee, and shall duly assign, transfer and deliver to such successor Indenture Trustee all Trust Property property and money held by such retiring Indenture Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Indenture Trustee, the Company, the retiring Trustee and such successor Trustee Issuer shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Indenture Trustee all such rights, powers and trusts. No institution successor Indenture Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Indenture Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every (a) In case of the appointment hereunder of a successor Indenture Trustee with respect to all Securities, every such successor Indenture Trustee so appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and such successor Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Indenture Trustee; but, on request of the Company or the successor Indenture Trustee, such retiring Indenture Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Indenture Trustee all such the rights, powers and trusts of the retiring Trustee Indenture Trustee, and shall duly assign, transfer and deliver to such successor Indenture Trustee all Trust Property property and money held by such retiring Indenture Trustee hereunder, subject nevertheless to its lienclaim, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII6.06.

Acceptance of Appointment by Successor. (a) Every successor Indenture Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees Trustee and the Loan Trustees and to the retiring Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and such successor Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Indenture Trustee; but. Notwithstanding the foregoing, on request of the Company Owner Trustee or the successor Indenture Trustee, such retiring Indenture Trustee shall shall, upon payment of its fees, expenses and other charges, execute and deliver an instrument transferring to such successor Indenture Trustee all such the rights, powers and trusts of the retiring Indenture Trustee and shall duly assign, transfer and deliver to such successor Indenture Trustee all Trust Property property and money held by such retiring Indenture Trustee hereunder, hereunder subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Indenture Trustee, the Company, the retiring Trustee and such successor Owner Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Indenture Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees Issuer and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but. Notwithstanding the foregoing, on request of the Company Issuer or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, hereunder subject nevertheless to its lien, if any, provided for in Section 7.076.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Issuer shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every In case of the appointment hereunder of a successor Trustee, every such successor Trustee so appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Company shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and truststrusts referred to in the first or second preceding paragraph, as the case may be. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees Issuer and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment. Upon delivery of the required instruments, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts trusts, duties and duties obligations of the retiring Trustee; but, on request of the Company Issuer or a Majority of the Noteholders or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges then unpaid, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.076.7(d). Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Issuer shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees Issuer and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but. Notwithstanding the foregoing, on request of the Company Issuer or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument Instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, hereunder subject nevertheless to its lien, if any, provided for in Section 7.076.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Issuer shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every Upon the appointment hereunder of any successor Trustee, such successor Trustee so appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees Company and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company or the such successor Trustee, such retiring Trustee Trustee, upon payment of all amounts due it under Section 607, shall execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property Money and other property held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such Person appointed hereunder as a successor Trustee, the Company, the retiring Trustee and such successor Trustee Company shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and truststrusts referred to in this Section. No institution Person shall accept its appointment hereunder as a successor Trustee hereunder unless at the time of such acceptance such institution successor Person shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the estates, properties, rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument conveying and transferring to such successor Trustee upon the trusts herein expressed all such the estates, properties, rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Company shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such estates, properties, rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle, to the extent operative.

Acceptance of Appointment by Successor. Every (a) Any successor Trustee appointed hereunder as provided in Section 8.10 with respect to all Securities shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring its predecessor Trustee an instrument accepting such appointmentappointment hereunder, and thereupon the resignation or removal of the retiring predecessor Trustee shall become effective and such successor Trustee, Trustee without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts duties and duties obligations of the retiring Trusteeits predecessors hereunder, with like effect as if originally named as Trustee herein; but, nevertheless, on the written request of the Company or of the successor Trustee, such retiring the Trustee ceasing to act shall execute and deliver an instrument transferring to such successor Trustee all such rights, the rights and powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver so ceasing to such successor Trustee all Trust Property held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07act. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Company shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and in writing for more fully and certainly vesting in, in and confirming to such successor Trustee all such rightsrights and powers. Any Trustee ceasing to act shall, powers and trusts. No institution shall accept its appointment as nevertheless, retain a senior claim upon all property or funds held or collected by such Trustee hereunder unless at to secure any amounts then due it pursuant to the time provisions of such acceptance such institution shall be qualified and eligible under this Article VIISection 7.6.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees Issuer and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment. Upon delivery of the required instruments, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts trusts, duties and duties obligations of the retiring Trustee; but, on request of the Company Issuer or a Majority of the Controlling Class or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges then unpaid, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.076.7(d). Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Issuer shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Issuers and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company Issuers or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder. Notwithstanding the replacement of the Trustee pursuant to this Section 610, subject nevertheless the Issuers' obligations under Section 607 shall continue for the benefit of the retiring Trustee with regard to its lien, if any, provided for in Section 7.07expenses and liabilities incurred by it and compensation earned by it prior to such replacement or otherwise under this Indenture. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Issuers shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees Issuer and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but. Notwithstanding the foregoing, on request of the Company Issuer or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Issuer shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, and powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the CompanyIssuer, the Authorized Agents, the Owner Trustees each Noteholder and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; Trustee but, on request of the Company Issuer or the successor Trustee, such retiring Trustee shall shall, upon payment of its reasonable out-of-pocket costs and expenses, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.077.07 hereof. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Issuer shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIISeven.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall execute and deliver an instrument transferring to such successor Trustee all such rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property held by such retiring Trustee hereunderTrustee, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Obligor and to the retiring predecessor Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring predecessor Trustee shall become effective effective, and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring predecessor Trustee; but, on request of the Company Obligor or the successor Trustee, such retiring predecessor Trustee shall shall, upon payment of its reasonable charges, if any, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee predecessor Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring predecessor Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon reasonable request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Obligor shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every (a) In case of the appointment hereunder of a successor Trustee, each successor Trustee appointed hereunder shall execute and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Depositor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company Trust or the any successor Trustee, Trustee such retiring Trustee shall execute and deliver an instrument transferring to such successor Trustee all such rightsshall, powers and trusts upon payment of the retiring Trustee and shall its charges, duly assign, transfer and deliver to such successor Trustee all Trust Property Property, all proceeds thereof and money held by such retiring Trustee hereunder, subject nevertheless hereunder with respect to its lien, if any, provided for in Section 7.07the Trust Securities and the Trust. (b) Upon request of any such successor Trustee, the Company, Trust (or the retiring Trustee and such successor Trustee if requested by the Depositor) shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and truststrusts referred to in the preceding paragraph. (c) No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIVIII. SECTION 8.13.

Acceptance of Appointment by Successor. Every Any successor Trustee appointed hereunder as provided in Section 6.09 shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Issuer and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company Issuer or the successor Trustee, such retiring Trustee shall shall, upon payment to it of all fees, expenses and other amounts owing to it hereunder, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lienclaim, if any, provided for in Section 7.076.06. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Issuer shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be eligible and qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every In case of the appointment hereunder of a successor Trustee with respect to all Notes, every such successor Trustee so appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Company shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and truststrusts referred to in the preceding paragraph, as the case may be. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. (a) Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized AgentsGuarantors, the Owner Trustees and the Loan Trustees if applicable, and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; provided, however, that the retiring Trustee shall continue to be entitled to the benefit of Section 606; but, on the request of the Company Company, the Guarantors, if applicable, or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the CompanyCompany and the Guarantors, as the retiring Trustee and such successor Trustee case may be, shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. Every successor -------------------------------------- Trustee appointed hereunder shall execute and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall execute and deliver an instrument transferring to such successor Trustee all such rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.077.07 and the retiring Trustee shall thereupon be released from further liability hereunder. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. (a) Every successor Indenture Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees Issuer and the Loan Trustees and to the retiring Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and such successor Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Indenture Trustee; but. Notwithstanding the foregoing, on request of the Company Issuer or the successor Indenture Trustee, such retiring Indenture Trustee shall shall, upon payment of its fees, expenses and other charges, execute and deliver an instrument transferring to such successor Indenture Trustee all such the rights, powers and trusts of the retiring Indenture Trustee and shall duly assign, transfer and deliver to such successor Indenture Trustee all Trust Property property and money held by such retiring Indenture Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Indenture Trustee, the Company, the retiring Trustee and such successor Trustee Issuer shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Indenture Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. (a) Every successor Indenture Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Issuer and to the retiring Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and such successor Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Indenture Trustee; but, on request of the Company Issuer or the successor Indenture Trustee, such retiring Indenture Trustee shall shall, upon payment of its charges and expenses, execute and deliver an instrument transferring to such successor Indenture Trustee all such the rights, powers and trusts of the retiring Indenture Trustee and shall duly assign, transfer and deliver to such successor Indenture Trustee all Trust Property property and money held by such retiring Indenture Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Indenture Trustee, the Company, the retiring Trustee and such successor Trustee Issuer shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Indenture Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. Every (a) In case of the appointment hereunder of a successor Trustee, the retiring Relevant Trustee and each such successor Trustee appointed hereunder with respect to the Trust Securities shall execute execute, acknowledge and deliver an instrument wherein each successor Trustee shall accept such appointment and which shall contain such provisions as shall be necessary or desirable to the Companytransfer and confirm to, the Authorized Agents, the Owner Trustees and the Loan Trustees and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee an instrument accepting such appointmentwith respect to the Trust Securities and the Issuer Trust, and thereupon upon the execution and delivery of such instrument the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on request of the Company Issuer Trust or the successor Trustee, such retiring Trustee shall execute and deliver an instrument transferring to such any successor Trustee all such rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property Property, all proceeds thereof and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Relevant Trustee hereunder unless at with respect to the time of such acceptance such institution shall be qualified Trust Securities and eligible under this Article VIIthe Trust.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.076.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every In case of the appointment hereunder of a successor Trustee, every such successor Trustee so appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee, provided, however, that no Trustee under this Indenture shall be liable for any act or omission of any successor Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such No successor Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every successor Trustee with respect to the Securities of any series appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Subsidiary Guarantors and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective with respect to all or any series as to that it is resigning as Trustee, and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee with respect to all or any such series; but, on request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee with respect to all or any such series and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless hereunder with respect to its lien, if any, provided for in Section 7.07all or any such series. Upon request of any such successor Trustee, the Company, Company and the retiring Trustee and such successor Trustee Subsidiary Guarantors shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee with respect to any series of securities all such rights, powers and trusts. No institution successor Trustee with respect to Securities of any series shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee with respect to such series shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute take all necessary steps to be approved by the Casino Control Commission and shall execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment, and thereupon the successor Trustee and the Company shall enter into a supplemental indenture evidencing the appointment of the successor Trustee. Thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Company shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every successor Pass-Through Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Trusts and to the retiring Pass-Through Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Pass-Through Trustee shall become effective and such successor Pass-Through Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Pass-Through Trustee; but, on request of the Company or (or, following the occurrence of a Lease Event of Default, the applicable Owner Trust) to the successor Pass-Through Trustee, such retiring Pass-Through Trustee shall execute and deliver an instrument transferring to such successor Pass-Through Trustee all such the rights, powers and trusts of the retiring Pass-Through Trustee and shall duly assign, transfer and deliver to such successor Pass-Through Trustee all Trust Property property and money held by such retiring Pass-Through Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.077.7. Upon request of any such successor Pass-Through Trustee, the Company, the Owner Trusts, the retiring Pass-Through Trustee and such successor Pass-Through Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.such

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Issuer and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company Issuer or the successor Trustee, upon payment of its charges then unpaid, such retiring Trustee shall pay over to the successor Trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor Trustee all such rights, powers powers, duties and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07obligations. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Issuer shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rightsrights and powers. Any Trustee ceasing to act shall, powers and trustsnevertheless, retain a prior claim upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to the provisions of Section 6.6. No institution successor Trustee with respect to the Senior Notes shall accept its appointment as a Trustee hereunder provided in this Section 6.10 unless at the time of such acceptance such institution successor Trustee shall be qualified eligible to act as Trustee under the provisions of Section 310(a) of the Trust Indenture Act and eligible under this Article VIIshall have a combined capital and surplus of at least $100,000,000 and have a Corporate Trust Office in The City of New York.

Acceptance of Appointment by Successor. (a) Every successor Indenture Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Issuer and to the retiring Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and such successor Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Indenture Trustee; but, on request of the Company Issuer or the successor Indenture Trustee, such retiring Indenture Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Indenture Trustee all such the rights, powers and trusts of the retiring Indenture Trustee and shall duly assign, transfer and deliver to such successor Indenture Trustee all Trust Property property and money held by such retiring Indenture Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Indenture Trustee, the Company, the retiring Trustee and such successor Trustee Issuer shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Indenture Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. Every successor Debenture Trustee appointed hereunder shall execute execute, acknowledge and deliver to the CompanyIssuer, the Authorized Agents, the Owner Trustees and the Loan Trustees Holders and to the retiring Debenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Debenture Trustee shall become effective and such successor Debenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Debenture Trustee; but, on request of the Company or Issuer or, the successor Debenture Trustee, such retiring Debenture Trustee shall shall, upon payment of all amounts due to it under this Indenture, execute and deliver an instrument transferring to such successor Debenture Trustee all such the rights, powers and trusts of the retiring Trustee Debenture Trustee, and shall duly assign, transfer and deliver to such successor Debenture Trustee all Trust Property property and money held by such retiring Debenture Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Debenture Trustee, the Company, the retiring Trustee and such successor Trustee Issuer shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all in and conforming to such rights, powers and trusts. No institution successor Debenture Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Debenture Trustee shall be qualified and eligible under this Article VII16.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Corporation and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on upon written request of the Company Corporation or the successor Trustee, such retiring Trustee shall shall, upon payment of all amounts due it under Section 8.5, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, hereunder subject nevertheless to its lien, if any, the claim provided for in Section 7.078.5. Upon request of any such successor Trustee, the Companyacting reasonably, the retiring Trustee and such successor Trustee Corporation shall execute and deliver any and all deeds, conveyances or instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all in and confirming to it such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIISection 13.

Acceptance of Appointment by Successor. Every In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Corporation and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Corporation or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, hereunder (subject nevertheless to its lien, if any, the lien provided for in Section 7.07607). Upon request In case of any such the appointment hereunder of a successor TrusteeTrustee with respect to the Securities of one or more (but not all) series, the CompanyCorporation, the retiring Trustee and such each successor Trustee with respect to the Securities of one or more series shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such an indenture supplemental hereto wherein each successor Trustee all such rights, powers and trusts. No institution shall accept its such appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.which

Acceptance of Appointment by Successor. (a) Every successor Trustee appointed appointment hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee with respect to the related Trusts shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee with respect to related Trusts; but, on request of the Company or the successor Trustee, such retiring Trustee shall execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and such successor Trustee shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunderwith respect to the related Trusts, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee provisions as shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. Every successor -------------------------------------- Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Issuer and to the retiring Trustee an a written instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company Issuer or the successor Trustee, such retiring Trustee shall shall, upon payment of all sums owing to the retiring Trustee hereunder and subject to the Lien provided for in Section 607 hereof, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Issuer shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. Notwithstanding the replacement of the Trustee pursuant to this Section 611, the Issuer's obligations under Section 607 hereof shall continue for the benefit of the retiring Trustee. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every In case of the appointment hereunder of a successor Trustee, every such successor Trustee so appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, Company and the retiring Trustee and such successor Trustee Subsidiary Guarantors shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and truststrusts referred to in the first or second preceding paragraph, as the case may be. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every In case of the appointment hereunder of a successor Trustee, every such successor Trustee so appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; butprovided that, on the request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Company shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and truststrusts referred to in the preceding paragraph. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every successor Trustee with respect to one or more series of Securities appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee for that or those series of Securities shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the such retiring Trustee; but, on request of the Company or the such successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the such retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lienLien, if any, provided for in Section 7.079.7. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Company shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every (a) In case of the appointment hereunder of a successor Indenture Trustee with respect to all Securities, every such successor Indenture Trustee so appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and such successor Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Indenture Trustee; but, on the request of the Company or the successor Indenture Trustee, such retiring Indenture Trustee shall shall, upon payment of all sums due and owing to the Indenture Trustee under SECTION 607, execute and deliver an instrument transferring to such successor Indenture Trustee all such the rights, powers and trusts of the retiring Indenture Trustee and shall duly assign, transfer and deliver to such successor Indenture Trustee all Trust Property property and money held by such retiring Indenture Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute meet the requirements of Section 6.8, shall make the representations and warranties contained in Section 6.17 and shall execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees Co-Issuers and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment. Upon delivery of the required instruments, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts trusts, duties and duties obligations of the retiring Trustee; but, on request of the Company Co-Issuers or a Majority of any Class of Secured Notes or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges then unpaid, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and Money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Co-Issuers shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; Trustee but, on request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument prepared by the Company transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.0710.7. Such transfer shall not effect or impair any indemnification rights of the retiring Trustee. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Company shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VII.X.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder with respect to the Securities shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring predecessor Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring predecessor Trustee shall become effective effective, and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trusteepredecessor Trustee with respect to the Securities; but, on request of the Company or the successor Trustee, such retiring predecessor Trustee shall shall, upon payment of its reasonable charges (including, but not limited to, attorneys’ fees and expenses), if any, execute and deliver an instrument instrument, in form and substance reasonably satisfactory to the predecessor Trustee, transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee predecessor Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring predecessor Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Company shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and truststrusts referred to above. No institution successor Trustee with respect to the Securities shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees Company and the Loan Trustees Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company and the Guarantor or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.079.07. Upon request of any such successor Trustee, the Company, Company and the retiring Trustee and such successor Trustee Guarantor shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIIX.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees Transferor and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; Trustee but, on request of the Company Transferor or the successor Trustee, such retiring Trustee shall shall, upon payment of its reasonable out-of-pocket costs and expenses, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.077.07 hereof. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Transferor shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Subsidiary Guarantors and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless . In case of the appointment hereunder of a successor Trustee with respect to its lien, if any, provided for in Section 7.07. Upon request the Securities of any such successor Trusteeone or more (but not all) series, the Company, the Subsidiary Guarantors, the retiring Trustee and such each successor Trustee with respect to the Securities of one or more series shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.an

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Guarantors and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Company, any Guarantor, or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, Company and the retiring Trustee and such successor Trustee Guarantors shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every (a) In case of the appointment hereunder of a successor Units Trustee, every such successor Units Trustee so appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Units Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Units Trustee shall become effective and such successor Units Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts agencies and duties of the retiring Units Trustee, with like effect as if originally named as Units Trustee hereunder; but, on the request of the Company or the successor Units Trustee, such retiring Units Trustee shall shall, upon payment of all amounts due and payable to it pursuant to Section 5.05, execute and deliver an instrument transferring to such successor Units Trustee all such rights, the rights and powers and trusts of the retiring Units Trustee and shall duly assign, transfer and deliver to such successor Units Trustee all Trust Property property and money held by such retiring Units Trustee hereunder. Any retiring Units Trustee shall, subject nevertheless nonetheless, retain a prior claim upon all property or funds held or collected by such Units Trustee to its lien, if any, provided for in secure any amounts then due it pursuant to Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII5.05.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees ELI and to the retiring Trustee an instrument accepting such xxch appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of any Owner Trustee, the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.079.07. Upon request of any such successor Trustee, ELI and the Company, the retiring Trustee and such successor Trustee Company shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and instrumentx for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees Company and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Company shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle. The fees, charges and expenses of the retiring Trustee shall be paid upon the appointment of a successor Trustee hereunder. The retiring Trustee shall not be liable for any acts or omissions of a successor hereunder.

Acceptance of Appointment by Successor. Every In case of the appointment hereunder of a successor Trustee, every such successor Trustee so appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Issuers shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and truststrusts referred to above. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. (a) Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Issuer and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the estates, properties, rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company Issuer or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument conveying and transferring to such successor Trustee upon the trusts herein expressed all such the estates, properties, rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.0713.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Issuer shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such estates, properties, rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. Every successor Indenture Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees Issuer and the Loan Trustees and to the retiring Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and such successor Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Indenture Trustee; but. Notwithstanding the foregoing, on request of the Company Issuer or the successor Indenture Trustee, such retiring Indenture Trustee shall shall, upon payment of its charges, execute and deliver an instrument Instrument transferring to such successor Indenture Trustee all such the rights, powers and trusts of the retiring Trustee Indenture Trustee, and shall duly assign, transfer and deliver to such successor Indenture Trustee all Trust Property property and money held by such retiring Indenture Trustee hereunder, hereunder subject nevertheless to its lien, if any, provided for in Section 7.076.07. Upon request of any such successor Indenture Trustee, the Company, the retiring Trustee and such successor Trustee Issuer shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Indenture Trustee all such rights, powers and trusts. No institution successor Indenture Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Indenture Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless . In case of the appointment hereunder of a successor Trustee with respect to its lien, if any, provided for in Section 7.07. Upon request the Securities of any such successor Trusteeone or more (but not all) series, the Company, the retiring Trustee and such each successor Trustee with respect to the Securities of one or more series shall execute and deliver any an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and all instruments containing which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder with respect to any series of Securities shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring predecessor Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring predecessor Trustee shall become effective effective, and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trusteepredecessor Trustee with respect to any Securities of such series; but, on request of the Company or the successor Trustee, such retiring predecessor Trustee shall shall, upon payment of its reasonable charges (including, but not limited to, attorneys’ fees and expenses), if any, execute and deliver an instrument instrument, transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee predecessor Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring predecessor Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Company shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and truststrusts referred to above. No institution successor Trustee with respect to any series of Securities shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible with respect to such series under this Article VIIArticle.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Issuer and to the retiring Trustee an a written instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company Issuer or the successor Trustee, such retiring Trustee shall shall, upon payment of all sums owing to the retiring Trustee hereunder and subject to the Lien provided for in Section 607 hereof, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Issuer shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. Notwithstanding the replacement of the Trustee pursuant to this Section 611, the Issuer's obligations under Section 607 hereof shall continue for the benefit of the retiring Trustee. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every successor Indenture Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Trust and to the retiring Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and such successor Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Indenture Trustee; but, on request of the Company Trust or the successor Indenture Trustee, such retiring Indenture Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Indenture Trustee all such the rights, powers and trusts of the retiring Indenture Trustee and shall duly assign, transfer and deliver to such successor Indenture Trustee all Trust Property property and money held by such retiring Indenture Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.076.07. Upon request of any such successor Indenture Trustee, the Company, the retiring Trustee and such successor Trustee Trust shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Indenture Trustee all such rights, powers and trusts. No institution successor Indenture Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Indenture Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers powers, trusts and trusts duties of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, hereunder subject nevertheless to its lien, if any, the lien provided for in Section 7.076.7. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Company shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers powers, trusts and trustsduties. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle. Notwithstanding replacement of the Trustee pursuant to Section 6.10, the Company's obligations under Section 6.7 shall continue for the benefit of the retiring Trustee with respect to expenses, losses and liabilities incurred by it prior to such replacement.

Acceptance of Appointment by Successor. Every successor Indenture Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and such successor Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Indenture Trustee; butprovided, that on request of the Company or the successor Indenture Trustee, such retiring Indenture Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Indenture Trustee all such the rights, powers and trusts of the retiring Indenture Trustee and shall duly assign, transfer and deliver to such successor Indenture Trustee all Trust Property property and money held by such retiring Indenture Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Indenture Trustee, the Company, the retiring Trustee and such successor Trustee Company shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable required to transfer and confirm to, and for more fully and certainly vesting in, vest in and confirm to such successor Indenture Trustee all such rights, powers and trusts. No institution successor Indenture Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Indenture Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute and deliver to the Company, the Authorized Agents, the Owner Trustees Agents and the Loan Trustees Indenture Trustee and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall execute and deliver an instrument transferring to such successor Trustee all such rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Assigned Trust Property held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and trusts. 50 No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. (a) Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee with respect to the related Trusts shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee with respect to related Trusts; but, on request of the Company or the successor Trustee, such retiring Trustee shall execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunderwith respect to the related Trusts, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. (a) Every successor Second-Priority Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Issuers and to the retiring Second-Priority Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Second-Priority Trustee shall become effective and such successor Second-Priority Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Second-Priority Trustee; but, on request of the Company Issuers or the successor Second-Priority Trustee, such retiring Second-Priority Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Second-Priority Trustee all such the rights, powers and trusts of the retiring Second-Priority Trustee and shall duly assign, transfer and deliver to such successor Second-Priority Trustee all Trust Property property and money held by such retiring Second-Priority Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Second-Priority Trustee, the Company, the retiring Trustee and such successor Trustee Issuers shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Second-Priority Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees Issuer and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but. Notwithstanding the foregoing, on request of the Company Issuer or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, hereunder subject nevertheless to its lienLien, if any, provided for in Section 7.076.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Issuer shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute meet the requirements of Section 6.8 and shall execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees Co-Issuers and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment. Upon delivery of the required instruments, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts trusts, duties and duties obligations of the retiring Trustee; but, on request of the Company Co-Issuers or a Majority of any Class of Secured Debt or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges then unpaid, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and Money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Co-Issuers shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the CompanyIssuer, the Authorized Agents, the Owner Trustees Noteholders and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts trusts, duties and duties obligations of the retiring Trustee; but, on request of the Company Issuer, the Required Holders or the successor Trustee, such retiring Trustee shall shall, upon payment of any amounts due it under Section 6.07 then unpaid, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.076.07. Upon request of any such successor TrusteeTrustee or the Required Holders, the Company, the retiring Trustee and such successor Trustee Issuer shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute meet the requirements of Section 6.8 and shall execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees Co-Issuers and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment. Upon delivery of the required instruments, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts trusts, duties and duties obligations of the retiring 146 Trustee; but, on request of the Company Co-Issuers or a Majority of any Class of Secured Notes or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges then unpaid, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and Money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Co-Issuers shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees Company and the Loan Trustees Noteholders and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of its reasonable charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts trust of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.077.7 (which lien may be exercised whether or not the Notes have been paid, satisfied or discharged in full, in accordance with the provisions of said Section 7.7). Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Company shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every In case of the appointment hereunder of a successor Trustee with respect to a Series of Securities, every such successor Trustee so appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Company shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and truststrusts referred to in paragraphs (a) and (b) of this Section, as the case may be. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every In case of the appointment hereunder of a successor Trustee, every such successor Trustee so appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee 117 shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Company shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and truststrusts referred to above. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Mobile Energy Parties and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; Trustee but, on request of either of the Company Mobile Energy Parties or of the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument prepared by either of the Mobile Energy Parties transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lienLien, if any, provided for in Section 7.079.7. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Mobile Energy Parties shall 55 execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIIX.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee, provided, however, that the retiring Trustee -------- ------- shall continue to be entitled to the benefit of Section 606(c); but, on request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Company shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every successor -------------------------------------- Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Issuer and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company Issuer or the successor Trustee, such retiring Trustee shall execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the CompanyIssuer, the retiring Trustee and such successor Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and trusts. No institution Trustee hereunder shall be liable for the acts or omissions of any successor Trustee. No successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIand any and all amounts due and payable to the predecessor Trustee have been paid.

Acceptance of Appointment by Successor. Every successor Trustee trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees Noteholder and the Loan Trustees Residual Certificateholders and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective in respect and such successor Trusteetrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trusteetrustee and at its expense, such retiring Trustee shall execute and deliver an instrument transferring to such successor Trustee trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07§6.06. Upon request of any such successor Trustee, trustee and at the Companysuccessor trustee’s expense, the retiring Trustee and such successor Trustee trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Trustee trustee all such rights, powers and trusts. No institution successor trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. (a) Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Issuer and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on written request of the Company Issuer or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges and expenses, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver (such delivery shall be at the expense of the Servicer and not subject to the limitation set forth in Section 7.06 first) to such successor Trustee Trustee, all Trust Property ----- property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Issuer shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.

Acceptance of Appointment by Successor. Every In case of the appointment hereunder of a successor Trustee, every such successor Trustee so appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of all amounts due and owed to it, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, Company and the retiring Trustee and such successor Trustee Guarantors shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and truststrusts referred to in the first or second preceding paragraph, as the case may be. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every (a) In case of the appointment hereunder of a successor Trustee trustee with respect to all Securities, every such successor trustee so appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trusteetrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trusteetrustee, such retiring Trustee shall shall, upon payment of any amounts due to it pursuant to the provisions of Section 7.06, execute and deliver an instrument transferring to such successor Trustee trustee all such the rights, powers powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless . (b) In case of the appointment hereunder of a successor trustee with respect to its lien, if any, provided for in Section 7.07. Upon request the Securities of any such successor Trusteeone or more (but not all) series, the Company, the retiring Trustee and such each successor Trustee trustee with respect to the Securities of one or more series shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such an indenture supplemental hereto wherein each successor Trustee all such rights, powers and trusts. No institution trustee shall accept its such appointment as a Trustee hereunder unless at the time of such acceptance such institution and which (i) shall be qualified and eligible under this Article VII.contain

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees Bank and the Loan Trustees and to the retiring Trustee an instrument accepting such appointment, and thereupon and, subject to Section 609, the resignation or removal of the retiring Trustee shall thereupon become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company Bank or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07607. Upon request of any such successor Trustee, the Company, Bank and the retiring Trustee and such successor Trustee FHLB of Atlanta shall execute and deliver any and all instruments containing reasonably determined by such provisions as shall parties to be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every In case of the appointment hereunder of a successor Trustee, every such successor Trustee so appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees Issuer and the Loan Trustees Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company Issuer, the Guarantor or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the CompanyIssuer, or the retiring Trustee and such successor Trustee Guarantor shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers powers, trust and trusts duties of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, hereunder subject nevertheless to its lien, if any, the lien provided for in Section 7.076.7. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Company shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers powers, trusts and trustsduties. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle. Notwithstanding replacement of the Trustee pursuant to Section 6.10, RBCC’s obligations under Section 6.7 shall continue for the benefit of the retiring Trustee with respect to expenses, losses and liabilities incurred by it prior to such replacement.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder as provided in SECTION 8.09 shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointmentappointment hereunder, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts duties and duties obligations of the retiring TrusteeTrustee hereunder, with like effect as if originally named as Trustee herein; but, nevertheless, on the written request of the Company or of the successor Trustee, such the retiring Trustee shall shall, upon payment of any amounts then due it pursuant to any of the provisions hereof, execute and deliver an instrument transferring to such successor Trustee all such the estates, properties, rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lienliens, if any, provided for in Section 7.07SECTIONS 5.20 and 8.06 hereof. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Company shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and in writing for more fully and certainly vesting in, in and confirming to such successor Trustee all such estates, properties, rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder provided in this SECTION 8.10 unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIthe provisions of SECTION 8.08.

Acceptance of Appointment by Successor. Every In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Subsidiary Guarantors and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless . In case of the appointment hereunder of a successor Trustee with respect to its lien, if any, provided for in Section 7.07. Upon request the Securities of any such successor Trusteeone or more (but not all) series, the Company, the Subsidiary Guarantors, the retiring Trustee and such each successor Trustee with respect to the Securities of one or more series shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such an indenture supplemental hereto wherein each successor Trustee all such rights, powers and trusts. No institution shall accept its such appointment as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.and

Acceptance of Appointment by Successor. Every In case of the appointment hereunder of a successor Trustee, every such successor Trustee so appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of all amounts due and owed to it, execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, Company and the retiring Trustee and such successor Trustee Guarantors shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and truststrusts referred to in the first paragraph of this Section 611. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Bank and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; , but, on request of the Company Bank or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges (including but not limited to those in Section 9.07), execute and deliver an instrument transferring to such successor Trustee all such the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless subject, nevertheless, to its lien, if any, provided for in Section 7.079.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Company shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees and the Loan Trustees Issuer and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the estates, properties, rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company Issuer or the successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument conveying and transferring to such successor Trustee upon the trusts herein expressed all such the estates, properties, rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Trust Property property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Issuer shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, in and confirming to such successor Trustee all such estates, properties, rights, powers and trusts. No institution successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Trustee shall be qualified and eligible under this Article VIIArticle.