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 (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 7.07. the 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 powers, trusts and trusts. duties 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.

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 Indenture Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, the Authorized Agents, the Owner Trustees Trust 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 Trust or the successor Indenture Trustee, such retiring Indenture Trustee shall shall, upon payment of all amounts owed to it, 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 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 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 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 Subject to compliance with applicable Gaming Laws: (a) In the case of an appointment hereunder of a successor Trustee with respect to all Notes, each 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 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 lienclaim, if any, provided for in Section 7.07. 6.7. (b) 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. trusts referred to in paragraph (a) of this Section, as the case may be. (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 VIIArticle.

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 (a) In case of the appointment hereunder of a successor Trustee Unit Agent, every such successor Unit Agent 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 Unit Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee Unit Agent shall become effective and such successor TrusteeUnit Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts agencies and duties of the retiring TrusteeUnit Agent; but, on the written request of the Company or the successor TrusteeUnit Agent, such retiring Trustee shall Unit Agent shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee Unit Agent all such the rights, powers and trusts of the retiring Trustee Unit Agent and shall duly assign, transfer and deliver to such successor Trustee Unit Agent all Trust Property property and money held by such retiring Trustee Unit Agent hereunder. If an instrument of acceptance by a successor Unit Agent shall not have been delivered to the Unit Agent within 30 days after the giving of notice of removal, subject nevertheless to its lienthe Unit Agent being removed may petition, if anyat the expense of the Company, provided any court of competent jurisdiction for in Section 7.07. the appointment of a successor Unit Agent. (b) Upon request of any such successor TrusteeUnit Agent, 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 Unit Agent all such rights, powers and trusts. agencies referred to in paragraph (a) of this Section. (c) No institution successor Unit Agent shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Unit Agent 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 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 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 Trustee, upon payment of its charges, 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 7.07607. 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. Upon the appointment of any Successor Trustee hereunder, all fees, charges and expenses of the retiring Trustee shall become immediately due and payable.

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 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 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 (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 7.07. the 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 trusts. trusts 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 VIIARTICLE VIII.

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 (if such retiring Trustee is the Property Trustee or the Delaware 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 7.07. the 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 trusts. trusts 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.

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 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 (a) 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 written request of the Company or the successor Successor Trustee, such retiring Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor 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. . (b) 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 power and trusts. trusts referred to in paragraph (a) of this Section. (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 VIIArticle.

Acceptance of Appointment by Successor. Every (a) 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 sums 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 hereunderhereunder (including all interest in the Class A Bonds), subject nevertheless to its lien, if any, Lien provided for in Section 7.07. 1007. (b) 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. trusts referred to in subsection (a) of this Section. (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 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, PROVIDED that 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 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. . (b) 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 VIIand no reduction in the then current ratings, if any, on the Notes has occurred as a result of such appointment.

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 (a) In the case of an appointment hereunder of a successor Trustee, each 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 request of the Company Issuer or the successor Trustee, such retiring Trustee shall shall, upon payment of the amounts then due to it pursuant to the provisions of Section 6.07, 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 7.07. 6.07. (b) 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. trusts referred to in paragraph (a) of this Section. (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 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 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 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 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 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 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 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 (a) In case of the appointment hereunder of a successor Trustee with respect to all Debentures, 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, but on the written 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. . (b) Upon the written 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. trusts referred to in paragraph (a) of this Section. (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 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. (a) 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 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, for compensation and reimbursement 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 vesting in and certainly vesting in, confirming to such successor Trustee all such rights, powers and trusts. . (b) 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 VIIXIII.

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 (a) 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. . (b) 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. trusts referred to in paragraph (a) of this Section. (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 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 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 (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 (if the retiring Trustee is the Property Trustee or the Delaware 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 7.07. the 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 trusts. trusts 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.

Acceptance of Appointment by Successor. Every (a) 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 sums 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, Lien provided for in Section 7.07. 11.07. (b) 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 which fully vest in and confirm to, and for more fully and certainly vesting in, to such successor Trustee all such rights, powers and trusts. trusts referred to in subsection (a) of this Section. (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 VIIArticle.

Acceptance of Appointment by Successor. Every (a) 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 AgentsNote Issuer, the Owner Trustees and the Loan Trustees other 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, the Note Issuer, any other 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. . (b) Upon request of any such successor Trustee, the Company, the retiring Trustee Note Issuer and such successor Trustee the 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. trusts referred to in paragraph (a) of this Section. (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 VIIArticle.

Acceptance of Appointment by Successor. Every (a) In case of the appointment hereunder of a successor Trustee Custodian, the successor Custodian so appointed hereunder shall execute execute, acknowledge and deliver to the Trust, Trustee, the Company, the Authorized Agents, the Owner Trustees Holding Company and the Loan Trustees and to the retiring Trustee Custodian an instrument accepting such appointmentappointment and agreement to serve as successor Custodian in accordance with the terms of this Agreement, and thereupon the resignation or removal of the retiring Trustee Custodian shall then become effective and such the successor TrusteeCustodian, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts powers and duties of the retiring Trustee; but, on request Custodian with respect to the Trust. (b) In case of the Company or the appointment hereunder of a 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 CompanyCustodian, the retiring Trustee and such successor Trustee Custodian shall execute and deliver any and all instruments containing which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Custodian all the rights, powers and duties of the retiring Custodian with respect to the Trust. (c) Upon request of any successor Custodian, the Trust and the Trustee shall execute any and all instruments for more fully and certainly vesting in, such in and confirming to the successor Trustee Custodian all such rights, powers and trusts. No institution shall accept its appointment as a Trustee hereunder unless at duties of the time of such acceptance such institution shall be qualified and eligible under this Article VIIretiring Custodian with respect to the Trust.

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 (a) 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. . (b) 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. trusts referred to in paragraph (a) of this Section. (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 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. (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. . (b) 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 Trustee Agent, every such successor Agent 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 Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee Agent shall become effective and such successor TrusteeAgent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts agencies and duties of the retiring TrusteeAgent, with like effect as if originally named as Agent hereunder; but, on the request of the Company Corporation or the successor TrusteeAgent, such retiring Trustee shall Agent shall, upon payment of all amounts due and payable to it pursuant to Section 6.07, execute and deliver an instrument transferring to such successor Trustee Agent all such rights, the rights and powers and trusts of the retiring Trustee Agent and shall duly assign, transfer and deliver to such successor Trustee Agent all Trust Property property and money held by such retiring Trustee Agent hereunder. Any retiring Agent shall, subject nevertheless nonetheless, retain a prior claim upon all property or funds held or collected by such Agent to its lien, if any, provided for in secure any amounts then due it pursuant to Section 7.07. 6.07. (b) Upon request of any such successor TrusteeAgent, the Company, the retiring Trustee and such successor Trustee Corporation 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 Agent all such rights, powers and trusts. agencies referred to in paragraph (a) of this Section. (c) No institution successor Agent shall accept its appointment as a Trustee hereunder unless at the time of such acceptance such institution successor Agent shall be qualified and eligible under this Article VIIArticle. (d) Upon acceptance of appointment by any successor Agent as provided in this Section, the Corporation shall give notice thereof to the Holders of Units in accordance with Section 11.

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, with like effect as if originally named Trustee hereunder; but, 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. Any Trustee ceasing to act shall, subject nevertheless nevertheless, retain a prior lien upon all property or funds held or collected by such Trustee to its lien, if any, provided for in secure any amounts then due it pursuant to the provisions of 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 VII607.

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 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 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 successor 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 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 Issuer or, the successor Trustee, such retiring Trustee shall shall, upon payment of all amounts due to it under this Indenture, 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, such successor Trustee all in and conforming to 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 VII13.

Acceptance of Appointment by Successor. Every (a) 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 CompanyObligors' Agent, the Authorized Agentseach Series Support Provider, the Owner Trustees and the Loan Trustees if any 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 Obligors' Agent, the related Series Support Provider, if any, 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. . (b) Upon request of any such successor Trustee, the Company, the retiring Trustee Obligors' Agent and such successor Trustee each 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 shall accept its appointment as a Trustee hereunder unless at the time trusts referred to in paragraph (a) of such acceptance such institution shall be qualified and eligible under this Article VIISection.

Acceptance of Appointment by Successor. Every (1) 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 all amounts due to the Trustee under Section 6.6, 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. . (2) 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. trusts referred to in paragraph (1) of this Section. (3) No institution successor Trustee shall accept its the Trustee’s 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 TrusteeTrustee and the duties and obligations of the retiring Trustee shall cease and terminate; 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 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 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 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 (a) 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 sums owed to it, execute and deliver an instrument transferring to such successor Trustee Trustee, upon the trusts herein expressed, 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 hereunderhereunder subject, subject nevertheless nevertheless, to its lien, if any, provided for in the provisions of Section 7.07. 11.07(b). (b) 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 which fully vest in and confirm to, and for more fully and certainly vesting in, to such successor Trustee all such estates, properties, rights, powers and trusts. trusts referred to in subsection (a) of this Section. (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 VIIArticle.

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. . (b) 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. (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 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 trusts. . (b) 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 VIIand no reduction in the then current ratings, if any, on the Notes has occurred as a result of such appointment.

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 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 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 (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 7.07. the 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 trusts. trusts 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 VII.VIII. ------------

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. 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 7.07. the 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 powers, duties and trusts. trusts 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.

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 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 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. Upon the acceptance of appointment by any successor Trustee, all fees, charges and expenses of the retiring Trustee shall become immediately due and payable upon the rendering of a statement thereof.

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. (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. . (b) 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 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 (a) In case of the appointment hereunder of a successor Trustee trustee with respect to the Debentures, every 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 its charges, 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 to its lien, if any, provided for in Section 7.07. . (b) Upon request of any such successor Trusteetrustee, 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 trustee all such rights, powers and trusts. trusts referred to in paragraph (a) of this Section 9.12. (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 VIIIX.

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 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 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 predecessor Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring predecessor Trustee shall become effective with respect to any series as to which it is resigning or being removed 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 Trusteepredecessor Trustee with respect to any such series; but, on request of the Company Bank 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 hereunderhereunder with respect to all or any such series, subject nevertheless to its lien, if any, provided for in Section 7.076.7. Upon reasonable request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee Bank 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, 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 (a) 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 its charges, 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 lienclaim, if any, provided for in Section 7.07. 607. (b) 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 vesting in and certainly vesting in, confirming to such successor Trustee all such rights, powers and trusts. trusts referred to in this Section. (c) 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 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 (a) 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 CompanyPartnership, the Authorized AgentsGuarantor, 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 the request of the Company Partnership, 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. . (b) Upon request of any such successor Trustee, the Company, Partnership 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. trusts referred to in paragraph (a) of this Section. (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 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 (a) In case of the appointment hereunder of a successor Trustee, each successor Trustee appointed hereunder with respect to the Trust Securities 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 7.07. the 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 trusts. trusts 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.

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 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 (a) 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 sums 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, Lien provided for in Section 7.07. 10.07. (b) 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. trusts referred to in subsection (a) of this Section. (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 VIIArticle.

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 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 predecessor Trustee; but, on request of the Company 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 7.07607. Upon request of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee the 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 In case of the appointment hereunder of a successor Trustee with respect to the Securities, the Company, the predecessor Trustee and each successor Trustee with respect to the Securities shall accept its appointment execute and deliver an indenture supplemental hereto which shall contain such provisions as a Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under this Article VII.deemed necessary or desirable to confirm that all the rights, powers, trusts 73

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 (Pounds) 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 herein. 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 with respect to the 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. 607. (b) 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. trusts referred to in paragraph (a) of this Section. (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 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 Enserch Exploration 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 Enserch Exploration 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 CompanyEnserch Exploration, 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 successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the Company, to 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 request of the Company Company, any Subsidiary 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 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 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 the 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. (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 the Letter of Credit and 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. . (b) 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 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 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 the request of the Company Company, 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 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 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) Each successor Debenture 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 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 the request of the Company or the successor Debenture Trustee, such retiring Debenture Trustee shall shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Debenture Trustee all such the rights, powers and trusts of the retiring 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. . (b) Upon request of any such successor Debenture 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 Debenture Trustee all such rights, powers and trusts. trusts referred to in paragraph (a) of this Section. (c) No institution successor Debenture Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance acceptance, such institution successor Debenture 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 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 trusts. Notwithstanding the replacement of the Trustee pursuant to this Section 6.10, the Company's obligations under Section 6.7 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 (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 its charges, 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 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 to vest in, such each successor Trustee trustee all such the rights, powers powers, trusts and trusts. No institution shall accept its appointment as a Trustee hereunder unless at duties of the time of such acceptance such institution shall be qualified and eligible under this Article VII.retiring

Acceptance of Appointment by Successor. Every (a) 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, on the request of the Company or the successor Trustee, such retiring Trustee shall shall, upon payment of all sums 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. . (b) 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. trusts referred to in subsection (a) of this Section. (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 VIIArticle. (d) The obligations of the Company under Section 707 shall survive the resignation or removal of the Trustee.

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, with like effect as if originally named Trustee hereunder; but, but on the request of the Company or the each 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. Any Trustee ceasing to act shall, subject nevertheless nevertheless, retain a prior lien upon all property or funds held or collected by such Trustee to its lien, if any, provided for in secure any amounts then due it pursuant to the provisions of 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 VII607.

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, PROVIDED that 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 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 conferring to such successor Trustee all such rights, powers and trusts. . (b) 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 VIIand no reduction in the then current ratings, if any, on the Notes has occurred as a result of such appointment.

Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute execute, acknowledge and deliver to the CompanyCo-Issuers, the Authorized Agents, the Owner Trustees each Hedge Counterparty 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 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(b). 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 successor Trustee shall accept its appointment as a Trustee hereunder unless at the time of such acceptance either (a) such institution successor shall have a long-term debt rating that meets the requirements set forth in Section 6.8, and shall also be qualified and eligible under this Article VII6, or (b) the Rating Agency Condition has been met.

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 conveyancecon veyance, 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 Loan Trustees and the Loan Trustees Second Mortgagee 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 65 -58- 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 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 effective, and such successor Indenture 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 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 then unpaid, 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, the lien provided for in Section 7.077.07(b). 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 prepared and delivered to it and 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 Any successor Indenture Trustee shall accept its appointment as a Trustee hereunder unless be compensated at the time of such acceptance such institution shall be qualified and eligible under this Article VIIIndenture Trustee Fee Rate.