Common use of Appointment of Successor Trustee Clause in Contracts

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

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

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

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

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

Appointment of Successor Trustee. In (a) If (i) the event of the death (in the case of a Trustee that is a natural person)shall resign, dissolution (in the case of a Trustee that is not a natural person)shall be removed, resignation pursuant to Section 7(b) hereof, incompetencyshall be dissolved, or removal pursuant to Section 7(ashall become otherwise incapable of acting hereunder, (ii) hereofthe Trustee shall be taken under the control of any public officer or officers, or (iii) a receiver shall be appointed for the Trustee by a court, then a successor Trustee may shall be appointed either by the Corporation (with the agreement of the County if there is no Event of Default and no Event of Nonappropriation under the Facilities Agreement); provided, that if a successor Trustee is not so appointed within ten days after (a) unanimous vote a notice of resignation or any instrument or document of removal is received by the Trust Advisory BoardCorporation as provided in Sections 6.6 and 6.7 hereof, subject to the approval of the United States in consultation with the Beneficiariesrespectively, or (b) order the Trustee is dissolved, taken under control, becomes otherwise incapable of acting or a receiver is appointed, in each case, as provided above, then, so long as the Corporation shall not have appointed a successor Trustee, the Holders of a majority in aggregate principal amount of the Bankruptcy CourtOutstanding Bonds not paid or provided for may designate a successor Trustee by an instrument or document or concurrent instruments or documents in writing signed by or on behalf of those Holders. If no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Section 6.8 within 60 days of the occurrence of any event listed in Section 6.8(a)(i)-(iii), the Holder of any Outstanding Bond hereunder or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Such vote court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. (b) Every successor Trustee appointed pursuant to this Section 6.8 shall (i) be a trust company or order shall specify bank having the date on which such appointment shall powers of a trust company, (ii) be effective. in good standing within the State or the United States, (iii) be duly authorized to exercise trust powers within the State or the United States, (iv) have a reported capital and surplus of not less than $75,000,000, and (v) be willing to accept the trusteeship under the terms and conditions of this Trust Agreement. (c) Every successor Trustee appointed hereunder shall execute, execute and acknowledge, and shall deliver to the Bankruptcy Court its predecessor and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) Corporation and the County, an instrument or document in writing accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trusteeappointment. Thereupon, without any further act, deed, or conveyance, the successor shall become vested with all rightsof the trusts, properties, remedies, powers, rights, duties, obligations, discretion, privileges, claims, demands, causes of action, immunities, estates, titles, interests and liens of its predecessor. Upon the reasonable written request of its successor, the Corporation or the County, the predecessor Trustee (i) shall execute and deliver any instrument or document transferring to its successor all of the trusts, properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests, and duties liens of such removedthe predecessor Trustee hereunder, resigningand (ii) shall take any other action necessary to duly assign, deceasedtransfer and deliver to its successor all property (including without limitation, all securities and moneys) held by it as Trustee. Should any instrument or dissolved document in writing from the Corporation be requested by any successor Trustee for vesting and the conveying more fully and certainly in and to that successor the trusts, properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests and liens vested or conveyed hereby in or to the predecessor Trustee, the Corporation shall execute, acknowledge and deliver that instrument or document. (d) In the event of a change in the Trustee, the predecessor Trustee shall cease to be custodian of any moneys which it may hold pursuant to this Litigation Trust Agreement and shall cease to act as registrar and paying agent for the Plan; providedSeries 2020 Bonds. The successor Trustee shall become custodian, however, that a removed or resigning Trustee registrar and paying agent. (or e) Upon the representative appointment of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing successor Trustee and completion by the successor Trusteepredecessor Trustee of the actions required of it under (c) above, execute and deliver an instrument or instruments conveying and transferring to such successor the predecessor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges shall not be liable for any acts of such predecessor Trusteeits successor.

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

Appointment of Successor Trustee. In the event of the death (in the case of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) 5.2 hereof, incompetency, or removal of the Trustee pursuant to Section 7(a) 5.1 hereof, a successor Trustee may trustee shall be appointed either by (a) unanimous vote of the Trust Advisory Board, subject to Enron with the approval of the United States in consultation with the Beneficiaries, or (b) Bankruptcy Court upon entry of an order of the Bankruptcy Courtafter an opportunity for hearing. Such vote or order appointment shall specify the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning the retiring Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound heretothereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Planretiring Trustee; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, Trust all the estates, properties, rights, powers, and privileges trusts of such predecessor Trustee.

Appointment of Successor Trustee. 5.3.1 Removal of the Trustee and the appointment of a successor Trustee shall take effect sixty (60) days following delivery to the Trustee of (a) an instrument in writing removing the Trustee and appointing such successor, executed by Grantor and accompanied by an instrument in writing signed by the Beneficiaries’ Representative certifying that a majority of the current non-employee Directors who are Beneficiaries agree to such removal and appointment, and (b) an acceptance in writing, executed by such successor, both acknowledged in the same form as this Agreement. The Trustee may agree to an earlier effective date. In the event of the death merger, sale or dissolution of the Trustee, a successor trustee shall be appointed by Grantor (which successor trustee may be in Grantor’s sole discretion the acquiring party or successor entity in the case of sale or merger of the Trustee) with the approval of the Beneficiaries’ Representative, which approval shall not be unreasonably withheld, and a writing to such effect and an acceptance in writing, as referred to above, shall be delivered to the Trustee. In order to qualify to serve as Trustee, any successor trustee must, at a minimum: (i) be authorized under state or federal law to exercise corporate trust powers, (ii) have a combined capital and surplus of at least $250,000,000, and (iii) be subject to supervision or examination by federal or state authority. 5.3.2 All of the provisions set forth herein with respect to the Trustee that is shall relate to each successor with the same force and effect as if such successor had been originally named as the Trustee under this Trust. 5.3.3 If a natural person), dissolution (in the case of a Trustee that successor is not a natural person), appointed within sixty (60) days after the Trustee gives notice of its resignation pursuant to Section 7(b) hereof, incompetency4.1, or removal pursuant within sixty (60) days after the Trustee’s death or dissolution, the Trustee or the Beneficiaries’ Representative may apply to Section 7(a) hereof, a successor Trustee may be appointed either by (a) unanimous vote any court of competent jurisdiction at the expense of the Trust Advisory Board, subject to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such for appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of such predecessor Trusteesuccessor.

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

Appointment of Successor Trustee. (i) In the event of the death (in the case death, resignation or removal of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereofTrustee, a vacancy shall be deemed to exist and a successor Trustee may shall be appointed either by (a) unanimous vote of the Trust Advisory Board, subject to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order appointment shall specify the date on which such appointment shall be effective. (ii) Notice of the appointment of any successor Trustee shall be delivered by the successor Trustee to the Beneficiaries. (iii) In filling any vacancy in the position of a Trustee, the following standard shall apply to appointing any successor Trustee: the successor Trustee shall be a disinterested, independent individual with experience in one or more of the following areas: public policy/public health, law enforcement, ethics and compliance, finance, general business and/or corporate governance. (iv) Immediately upon the appointment of any successor Trustee, all rights, titles, duties, powers and authority of the predecessor Trustee hereunder shall be vested in, and undertaken by, the successor Trustee without any further act. Every No successor Trustee shall be liable personally for any act or omission of any predecessor Trustee. No successor Trustee shall have any duty to investigate the acts or omissions of any predecessor Trustee. (v) Any successor Trustee appointed hereunder in accordance with this Trust Agreement shall execute, acknowledge, execute an instrument accepting its appointment and deliver to take such other action as the Bankruptcy Court and to a removed or resigning may order. Thereupon, such successor Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trusteeshall, without any further act, deed, or conveyance, shall become vested with all rightsthe liabilities, duties, powers, trustsrights, title, discretion and duties privileges of such removed, resigning, deceased, or dissolved its predecessor in the Trust with like effect as if originally named an initial Trustee pursuant to this Litigation Trust Agreement and the Plan; providedaccepted and executed appointment shall be conclusive proof that the successor Trustee is the Trustee under this Trust Agreement. Any resigning or removed Trustee shall duly assign, however, that a transfer and deliver to his or her successor Trustee all property and money held by such resigning or removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) hereunder and shall, nevertheless, when as reasonably requested in writing by the such successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under upon the Litigation Trust, or confirming the conveyance and transfer thereto oftrusts herein expressed, all the estatesliabilities, propertiesduties, powers, rights, powerstitle, discretion and privileges of such predecessor resigning or removed Trustee.

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

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

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

Appointment of Successor Trustee. In (a) If (i) the event of the death (in the case of a Trustee that is a natural person)shall resign, dissolution (in the case of a Trustee that is not a natural person)shall be removed, resignation pursuant to Section 7(b) hereof, incompetencyshall be dissolved, or removal pursuant to Section 7(ashall become otherwise incapable of acting hereunder, (ii) hereofthe Trustee shall be taken under the control of any public officer or officers, or (iii) a receiver shall be appointed for the Trustee by a court, then a successor Trustee may shall be appointed either by the Corporation (with the agreement of the County if there is no Event of Default and no Event of Nonappropriation under the Facilities Agreement); provided, that if a successor Trustee is not so appointed within ten days after (a) unanimous vote a notice of resignation or any instrument or document of removal is received by the Trust Advisory BoardCorporation as provided in Sections 6.6 and 6.7 hereof, subject to the approval of the United States in consultation with the Beneficiariesrespectively, or (b) order the Trustee is dissolved, taken under control, becomes otherwise incapable of acting or a receiver is appointed, in each case, as provided above, then, so long as the Corporation shall not have appointed a successor Trustee, the Holders of a majority in aggregate principal amount of the Bankruptcy CourtOutstanding Obligations not paid or provided for may designate a successor Trustee by an instrument or document or concurrent instruments or documents in writing signed by or on behalf of those Holders. If no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Section 6.8 within 60 days of the occurrence of any event listed in Section 6.8(a)(i)-(iii), the Holder of any Outstanding Obligation hereunder or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Such vote court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. (b) Every successor Trustee appointed pursuant to this Section 6.8 shall (i) be a trust company or order shall specify bank having the date on which such appointment shall powers of a trust company, (ii) be effective. in good standing within the State or the United States, (iii) be duly authorized to exercise trust powers within the State or the United States, (iv) have a reported capital and surplus of not less than $75,000,000, and (v) be willing to accept the trusteeship under the terms and conditions of this Trust Agreement. (c) Every successor Trustee appointed hereunder shall execute, execute and acknowledge, and shall deliver to the Bankruptcy Court its predecessor and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) Corporation and the County an instrument or document in writing accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trusteeappointment. Thereupon, without any further act, deed, or conveyance, the successor shall become vested with all rightsof the trusts, properties, remedies, powers, rights, duties, obligations, discretion, privileges, claims, demands, causes of action, immunities, estates, titles, interests and liens of its predecessor. Upon the reasonable written request of its successor, the Corporation or the County, the predecessor Trustee (i) shall execute and deliver any instrument or document transferring to its successor all of the trusts, properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests, and duties liens of such removedthe predecessor Trustee hereunder, resigningand (ii) shall take any other action necessary to duly assign, deceasedtransfer and deliver to its successor all property (including without limitation, all securities and moneys) held by it as Trustee. Should any instrument or dissolved document in writing from the Corporation be requested by any successor Trustee for vesting and the conveying more fully and certainly in and to that successor the trusts, properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests and liens vested or conveyed hereby in or to the predecessor Trustee, the Corporation shall execute, acknowledge and deliver that instrument or document. (d) In the event of a change in the Trustee, the predecessor Trustee shall cease to be custodian of any moneys which it may hold pursuant to this Litigation Trust Agreement and shall cease to act as registrar and paying agent for the Plan; providedSeries 2020 Notes. The successor Trustee shall become custodian, however, that a removed or resigning Trustee registrar and paying agent. (or e) Upon the representative appointment of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing successor Trustee and completion by the successor Trusteepredecessor Trustee of the actions required of it under (c) above, execute and deliver an instrument or instruments conveying and transferring to such successor the predecessor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges shall not be liable for any acts of such predecessor Trusteeits successor.

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

Appointment of Successor Trustee. 1. In case at any time the event Trustee shall resign or shall be removed or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of the death (in the case of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetencyTrustee, or removal pursuant to Section 7(a) hereofof its property, shall be appointed, or if any public officer shall take charge or control of the Trustee, or of its property or affairs, a successor Trustee may be appointed either by the Authority by a duly executed written instrument signed by an Authorized Officer, but if the Authority does not appoint a successor Trustee within thirty (a30) unanimous vote days, then by the Owners of a majority in principal amount of the Trust Advisory BoardSenior Sales Tax Bonds then Outstanding, subject or, if no Senior Sales Tax Bonds are Outstanding, of a majority in principal amount of the Subordinated Sales Tax Bonds then Outstanding, in each case excluding any Sales Tax Bonds held by or for the account of the Authority, by an instrument or concurrent instruments in writing signed and acknowledged by such Bondowners or by their attorneys-in-fact duly authorized and delivered to such successor Trustee, notification thereof being given to the approval Authority and the predecessor Trustee. The Authority shall promptly mail notice of any such appointment made by it or such Bondowners to the registered owners of Sales Tax Bonds then Outstanding. 2. If in a proper case no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Section within 45 days after the Trustee shall have given to the Authority written notice as provided in Section 707 or after a vacancy in the office of the Trustee shall have occurred by reason of its inability to act, the Trustee or the Owner of any Sales Tax Bond may apply to any court of competent jurisdiction to appoint a successor Trustee. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Trustee. 3. Any Trustee appointed under the provisions of this Section 709 in succession to the Trustee shall be a bank or trust company organized under the laws of any state of the United States in consultation with or a national banking association having a capital and surplus aggregating at least $100,000,000, if there be such a bank or trust company or national banking association willing and able to accept the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date office on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, reasonable and deliver customary terms and authorized by law to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, perform all the estates, properties, rights, powers, and privileges of such predecessor Trusteeduties imposed upon it by this Trust Agreement.

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

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

Appointment of Successor Trustee. In ‌ (a) If (i) the event Trustee shall resign, shall be removed, shall be dissolved, or shall become otherwise incapable of acting hereunder, (ii) the Trustee shall be taken under the control of any public officer or officers, or (iii) a receiver shall be appointed for the Trustee by a court, then a successor Trustee shall be appointed by the Corporation (with the agreement of the death City if there is no Event of Default and no Event of Nonappropriation under the Purchase and Use Agreement); provided, that if a successor Trustee is not so appointed within ten days after (x) a notice of resignation or any instrument or document of removal is received by the Corporation as provided in Sections 6.6 and 6.7 hereof, respectively, or (y) the case Trustee is dissolved, taken under control, becomes otherwise incapable of acting or a receiver is appointed, in each case, as provided above, then, so long as the Corporation shall not have appointed a successor Trustee, the Holders of a majority in aggregate principal amount of the Outstanding Bonds not paid or provided for may designate a successor Trustee that is a natural person), dissolution (by an instrument or document or concurrent instruments or documents in the case writing signed by or on behalf of those Holders. If no appointment of a successor Trustee that is not a natural person), resignation shall be made pursuant to the foregoing provisions of this Section 7(bwithin 50 days of the occurrence of any event listed in Section 6.8(a)(i)-(iii) hereof, incompetencythe Holder of any Outstanding Bond hereunder or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. Notwithstanding any other provision of this Trust Agreement to the contrary, no resignation or removal pursuant to Section 7(a) hereof, of the Trustee shall become effective until a successor has been appointed and has accepted the duties of Trustee may be appointed either by (a) unanimous vote of the Trust Advisory Board, subject to the approval of the United States in consultation with the Beneficiaries, or hereunder. (b) order Every successor Trustee appointed pursuant to this Section shall (i) be a trust company or bank having the powers of a trust company, (ii) be in good standing within the Bankruptcy Court. Such vote or order shall specify State and, if applicable, the date on which such appointment shall United States, (iii) be effective. duly authorized to exercise trust powers within the State and, if applicable, the United States, (iv) have a reported capital and surplus of not less than $75,000,000, and (v) be willing to accept the trusteeship under the terms and conditions of this Trust Agreement. (c) Every successor Trustee appointed hereunder shall execute, execute and acknowledge, and shall deliver to the Bankruptcy Court its predecessor and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) Corporation and the City an instrument or document in writing accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trusteeappointment. Thereupon, without any further act, deed, or conveyance, the successor shall become vested with all rightsof the trusts, properties, remedies, powers, rights, duties, obligations, discretion, privileges, claims, demands, causes of action, immunities, estates, titles, interests and liens of its predecessor. Upon the written request of its successor, the Corporation or the City, the predecessor Trustee (i) shall execute and deliver any instrument or document transferring to its successor all of the trusts, properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests, and duties liens of such removedthe predecessor Trustee hereunder, resigningand (ii) shall take any other action necessary to duly assign, deceasedtransfer and deliver to its successor all property (including without limitation, all securities and moneys) held by it as Trustee. Should any instrument or dissolved document in writing from the Corporation be requested by any successor Trustee for vesting and the conveying more fully and certainly in and to that successor the trusts, properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests and liens vested or conveyed hereby in or to the predecessor Trustee, the Corporation shall execute, acknowledge and deliver that instrument or document. (d) In the event of a change in the Trustee, the predecessor Trustee shall cease to be custodian of any moneys which it may hold pursuant to this Litigation Trust Agreement and shall cease to act as Paying Agent for the Plan; providedBonds, however, that a removed or resigning the successor Trustee shall become custodian of such moneys and the Paying Agent. (or e) Upon the representative appointment of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing successor Trustee and completion by the successor Trusteepredecessor Trustee of the actions required of it under (c) above, execute and deliver an instrument or instruments conveying and transferring to such successor the predecessor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges shall not be liable for any acts of such predecessor Trusteeits successor.

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

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

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

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

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

Appointment of Successor Trustee. In the event (a) No resignation or removal of the death (in the case Trustee and no appointment of a successor Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to this Article 3 shall become effective until the acceptance of appointment by the successor Trustee under Section 7(b3.3(c) hereofbelow. The Trustee may resign at any time by giving written notice thereof to the Settlor and the Court, incompetencyand may be removed at any time with the approval of the Court. In addition, if at any time: (i) the Trustee shall fail to comply with the requirements contained in Section 3.1, or removal pursuant (ii) the Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation, or liquidation, then the Trustee may be removed by the Court. At any time prior to Section 7(a) hereofthe Trial Court Approval Date, a successor Trustee may be appointed either by (a) unanimous vote the Court if an instrument of the Trust Advisory Board, subject acceptance by a successor Trustee shall not have been delivered to the approval Trustee within thirty (30) days after the giving of such notice of resignation, the United States resigning Trustee may petition the Court for the appointment of a successor Trustee. A successor Trustee must meet the qualifications set forth in consultation with the Beneficiaries, or Section 3.1 of this Trust Agreement. (b) order Upon the acceptance of office by any successor Trustee, all rights, titles, duties, powers, and authority of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment predecessor Trustee under this Trust Agreement shall be effectiveINITIAL SETTLEMENT TRUST AGREEMENT vested in and undertaken by the successor Trustee without any further act being required. No successor Trustee shall be liable for any act or omission of its predecessor. (c) Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning the retiring Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound heretosuch 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 such removedthe retiring Trustee; but, resigning, deceased, on request of the Court or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under all of the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges trusts of the retiring Trustee, and shall duly assign, transfer, and deliver to each successor Trustee all property and money held by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Settlor shall execute any and all instruments reasonably necessary for more fully and certainly vesting in and confirming to each such successor Trustee all such rights, powers, and trusts. No successor Trustee shall accept its appointment unless at the time of such predecessor Trusteeacceptance such successor Trustee shall be qualified and eligible under this Article 3, to the extent operative.

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

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

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

Appointment of Successor Trustee. (a) In the event case of the death (in the case of a Trustee that is a natural person)bankruptcy, dissolution (in the case of a Trustee that is not a natural person)dissolution, resignation pursuant to Section 7(b) hereoftermination, incompetencyresignation, or removal pursuant to Section 7(a) hereofof the Trustee, the Manager may appoint a successor Trustee may be appointed either by (a) unanimous vote of the Trust Advisory Board, subject to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that if the Trustee is the sole Trustee, such successor Trustee shall (i) comply with Section 3807 of the Act and (ii) be a removed bank or resigning trust company incorporated and doing business within the United States of America and having a combined capital and surplus of at least $50,000,000, if there be such an institution willing, able, and legally qualified to perform the duties of the Trustee (hereunder upon reasonable or customary terms. If a successor Trustee shall not have been appointed within 30 days after the giving of written notice of such resignation or the representative delivery of the written instrument in respect of such removal, the Trustee, the Manager, or any Unitholder may apply to any court of competent jurisdiction to appoint a deceased or dissolved Trusteesuccessor Trustee to act until such time, if any, as a successor Trustee shall have been appointed in accordance with the preceding sentence. Any successor Trustee so appointed by such court shall immediately and without further act be superseded by any successor Trustee appointed in accordance with the first sentence of this Section 11.3(a) shall, nevertheless, when requested in writing within one year from the date of the appointment by the such court. (b) Any successor Trustee, however appointed, shall execute and deliver to the predecessor Trustee an instrument or instruments conveying accepting such appointment, and transferring to thereupon such successor Trustee under the Litigation TrustTrustee, or confirming the conveyance and transfer thereto ofwithout further act, shall become vested with all the estates, properties, rights, powers, duties, and privileges trusts of the predecessor Trustee in the trusts hereunder with like effect as if originally named the Trustee herein; but nevertheless, such predecessor Trustee shall duly assign, transfer, deliver, and pay over to such successor Trustee all Trust Property then held or subsequently received by such predecessor Trustee upon the trusts herein expressed. The successor Trustee shall execute, deliver, and file any certificate of amendment to the Certificate required to be filed under the Act as a result of the appointment of such successor Trustee or the bankruptcy, dissolution, termination, resignation, or removal of the predecessor Trustee.

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

Appointment of Successor Trustee. (a) In case at any time the event Trustee shall resign or shall be removed or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver of the death (Trustee or of its property shall be appointed, or if any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a vacancy shall be deemed to exist in the case office of a Trustee that is a natural person)trustee, dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereof, and a successor Trustee may be appointed either by (a) unanimous vote the Holders of a majority in principal amount of the Trust Advisory BoardBonds then Outstanding, subject or by their attorneys-in-fact duly authorized, notification thereof being given to the approval Company and the retiring trustee as well as the new trustee; provided, nevertheless, that until a new trustee shall be appointed by the Bondholders as aforesaid, the Company, by an Officer’s Certificate, may appoint a trustee to fill such vacancy until a new trustee shall be appointed by the Bondholders as herein authorized. The Company shall give notice to the Bondholders of any such appointment made by it in the manner provided in Section 1.08 hereof. Any new trustee appointed by the Company shall, immediately and without further act, be superseded by a trustee appointed by the Bondholders as above provided, if such appointment by the Bondholders be made prior to the expiration of one year after the mailing of the United States in consultation with notice to the Beneficiaries, or Bondholders of the appointment of the new trustee by the Company. (b) order If in a proper case no appointment of a successor trustee shall be made pursuant to the foregoing provisions of this Section within six months after a vacancy shall have occurred in the office of trustee, the Holder of any Bond Outstanding hereunder or any retiring trustee may apply to any court of competent jurisdiction to appoint a successor trustee. Said court may thereupon after such notice, if any, as such court may deem proper and prescribe, appoint a successor trustee. (c) Any trustee appointed under the provisions of this Section in succession to the Trustee shall be eligible under Section 10.01 hereof, and, when applicable, qualified under the Trust Indenture Act. (d) Any trustee which has resigned or been removed shall nevertheless retain the Lien upon the Trust Estate, including all property or funds held or collected by the trustee as such, except funds held in trust for the benefit of the Bankruptcy Court. Such vote or order shall specify particular Bonds, to secure the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver amounts due to the Bankruptcy Court trustee as compensation, reimbursement, expenses and indemnity, afforded to a removed or resigning Trustee (or it by Section 10.10 and shall retain the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing further rights afforded to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing it by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of such predecessor Trusteesaid Section.

Appointment of Successor Trustee. (A) In case at any time the event Trustee shall resign or shall be removed or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of the death (Trustee, or of its property, shall be appointed, or if any public officer shall take charge or control of the Trustee, or of its property or affairs, the Agency covenants and agrees that it will thereupon appoint a successor Trustee. The Agency shall publish notice of any such appointment made by it in the Authorized Newspapers, such publication to be made within twenty days after such appointment. (B) If in a proper case no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Section within forty-five days after the Trustee shall have given to the Agency written notice, as provided in Section 1107, or after a vacancy in the office of a Trustee that is shall have occurred by reason of its inability to act, the Trustee or the holder of any Bond may apply to any court of competent jurisdiction to appoint a natural person)successor Trustee. Said court may thereupon, dissolution after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. (C) Any Trustee appointed under the provisions of this Section in succession to the case Trustee shall be a trust company or bank having the powers of a Trustee that is not trust company within or outside the Commonwealth, having a natural person), resignation pursuant capital and surplus aggregating at least Twenty Million Dollars ($20,000,000) if there be such a trust company or bank willing and able to Section 7(b) hereof, incompetency, or removal pursuant accept the office on reasonable and customary terms and authorized by law to Section 7(a) hereof, a successor Trustee may be appointed either perform all the duties imposed upon it by (a) unanimous vote of the Trust Advisory Board, subject to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Courtthis Indenture. Such vote or order shall specify the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, acknowledge and deliver to its predecessor Trustee, and also to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) Agency an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound heretosuch appointment, and thereupon the such successor Trustee, without any further act, deed, deed or conveyance, shall become fully vested with all rightsmoneys, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, duties and privileges obligations of such predecessor Trustee, with like effect as if originally named as Trustee, but the Trustee ceasing to act shall nevertheless, on the request of the Agency or of its successor Trustee, execute, acknowledge and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor Trustee all the right, title and interest of the predecessor Trustee in an to any property held by it under this Indenture, and shall pay over, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Should any deed, conveyance or instrument in writing from the Agency be required by such successor Trustee for more fully and certainly vesting in and confirming to such successor Trustee any such estate, rights, powers and duties, any and all such deeds, conveyances and instruments in writing shall on request, and so far as may be authorized by law, be executed, acknowledged and delivered by the Agency.

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

Appointment of Successor Trustee. 7.4.1 In the event of the death or incompetency (in the case of a Trustee that is a natural personPerson), dissolution (in the case of a Trustee that is not a natural personPerson), resignation pursuant to Section 7(b) hereofbankruptcy, incompetencyinsolvency, resignation, or removal pursuant of the Trustee, the Plan Oversight Committee shall have the authority to Section 7(a) hereof, appoint a successor Trustee may be appointed either by (a) unanimous vote of the Trust Advisory Board, subject to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy CourtTrustee. Such vote or order appointment shall specify the date on which such appointment shall be effectiveeffective ("Successor Trustee Appointment Date"). In any such event, if a successor Trustee is not appointed within sixty (60) days, any member of the Plan Oversight Committee may apply to the Bankruptcy Court for the appointment of a successor Trustee (or if no member of the Plan Oversight Committee applies to the Bankruptcy Court for the appointment of a successor Trustee within fifteen (15) days, either Trustee may do so), and the Bankruptcy Court shall appoint such successor and make any amendments to this Trust Agreement as may be required in connection with the appointment of such successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge, acknowledge and deliver to the Bankruptcy Court Plan Oversight Committee and to a removed or resigning the predecessor Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound heretosuch appointment, and thereupon the successor Trusteethereupon, without any further act, deed, deed or conveyance, such successor Trustee shall become vested with all the rights, powers, trusts, trusts and duties of such removedthe predecessor Trustee, resigningall of the Creditor Trust Assets shall be transferred to the successor Trustee and the predecessor Trustee shall have no continuing rights, deceased, duties or dissolved obligations with respect to this Trust or any parties thereto (it being understood and agreed that nothing herein is intended to discharge the predecessor Trustee of any liability under Section 7.7 or to relieve the Trust of any indemnification obligation it may have under Section 7.7). Written notice of the appointment of any successor Trustee and its terms of compensation for services rendered pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the shall be promptly filed with this Bankruptcy Court. 7.4.2 Any successor Delaware Trustee, execute however appointed, shall (i) be a bank having trust powers or a trust company incorporated in the State of Delaware and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges (ii) have a net worth of such predecessor Trusteeat least U.S. $150,000,000 as reflected in financial statements of its most recently concluded fiscal quarter.

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

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

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

Appointment of Successor Trustee. In the event of the death removal or resignation of the Trustee pursuant to Sections 8.06 or 8.07, respectively, and if the Owners shall not have approved a successor Trustee, then, with the prior written consent of the City, the Agency shall promptly appoint a successor Trustee. In the event the Agency shall for any reason whatsoever fail to appoint a successor Trustee within sixty (60) days following the delivery to the Trustee of the instrument described in Section 8.06 or within sixty (60) days following the case receipt of a Trustee that is a natural person), dissolution (in notice by the case of a Trustee that is not a natural person), resignation Agency pursuant to Section 7(b) hereof8.07, incompetencythe Trustee may, or removal pursuant at the expense of the Agency, apply to Section 7(a) hereof, a court of competent jurisdiction for the appointment of a successor Trustee may be appointed either by (a) unanimous vote meeting the require- ments of the Trust Advisory Board, subject to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy CourtSection 8.01 hereof. Such vote or order shall specify the date on which Any such appointment shall be effective. Every successor Trustee appointed by such court shall become the successor Trustee hereunder shall execute, acknowledge, and deliver notwithstanding any action by the Agency purporting to appoint a successor Trustee following the Bankruptcy Court and to a removed or resigning Trustee expiration of such ninety-day period. Within sixty (or 60) days following the representative appointment of a deceased or dissolved Trustee) an instrument accepting successor Trustee hereunder, the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, former Trustee shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under (a) all funds and accounts held by the Litigation Trustfor- mer Trustee hereunder, and (b) any and all information and documentation as may be required or confirming reasonably requested by the conveyance and Agency or such successor Trustee in connection with the transfer thereto of, to such successor Trustee of all the estates, properties, rights, powers, duties and privileges functions of the Trustee hereunder. The Agency shall pay the reasonable costs and expenses of such predecessor Trusteeformer Trustee incurred in connection with such transfer.

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

Appointment of Successor Trustee. (a) In case at any time the event Trustee shall resign or shall be removed or shall become adjudged a bankrupt or insolvent, or if a receiver of the death (Trustee or of its property shall be appointed, or if any public officer shall take charge or control of the Trustee, or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, or a vacancy shall be deemed to exist in the office of the Trustee for any other reason, the Company, by a Board Resolution, shall promptly appoint a successor trustee; provided, however, that in case all or substantially all of the Mortgaged Property shall at the time be in the possession of a Trustee that is a natural person)receiver or trustee lawfully appointed, dissolution (such receiver or trustee, by written instrument, may in such circumstances and instead of the case of a Trustee that is not a natural person)Company similarly appoint such successor. Within one year after such resignation, resignation pursuant to Section 7(b) hereofremoval, incompetencyadjudication, appointment or taking, or removal pursuant to Section 7(a) hereofthe occurrence of such vacancy, a successor Trustee may be appointed either by (a) unanimous vote the Holders of not less than a majority in aggregate principal amount of the Trust Advisory BoardOutstanding Bonds, subject to and the approval successor trustee so appointed shall, forthwith upon its acceptance of such appointment, become the United States in consultation with successor trustee and supersede the Beneficiaries, successor trustee appointed by the Company or by such receiver or trustee. (b) order The Company shall give notice of any appointment of a successor Trustee made by it or by Bondholders in the manner provided in Section 13.13(a) (which in the case of publication in an Authorized Newspaper, may be contained in the same notice so published under Section 13.13(a)). (c) If no appointment of a successor Trustee shall be made pursuant to Section 13.14(a) within six months after a vacancy shall have occurred in the office of Trustee, any Bondholder or any resigning Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Said court may thereupon after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. (d) If any Trustee resigns because of a conflict of interest as provided in TIA Section 310(b) and a successor Trustee has not been appointed by the Company or the Bondholders or, if appointed, has not accepted the appointment within 30 days or has not taken office within 60 days after the date of such resignation, the resigning Trustee, the Company or Holders of not less than 10% of the Bankruptcy Court. Such vote or order shall specify then Outstanding Bonds, may apply to any court of competent jurisdiction for the date on which such appointment of a successor trustee. (e) Any Trustee appointed under this Section 13.14 as successor Trustee shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, a bank or trust company eligible under Section 7.04 and deliver to the Bankruptcy Court Section 13.01 and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment qualified under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of such predecessor TrusteeSection 13.12.

Appointment of Successor Trustee. In case the event Trustee hereunder shall resign or be removed, or be dissolved or shall be in course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case it shall be taken under the death (in the case control of‌ any public officer or officers, or of a Trustee that is receiver appointed by a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereofcourt, a successor Trustee may be appointed either by (a) unanimous vote the Issuer with the consent of the Trust Advisory BoardBondholder Representative, subject by an instrument or concurrent instruments in writing signed by the Issuer. Nevertheless, in case of such vacancy the Issuer by resolution of its governing body may appoint a temporary Trustee to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which fill such appointment vacancy until a successor Trustee shall be effective. Every successor approved by the Bondholder Representative in the manner above provided; and any such temporary Trustee so appointed hereunder by the Issuer shall execute, acknowledge, immediately and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to without further act be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing superseded by the successor Trustee so approved by the Bondholder Representative. Every such Trustee appointed pursuant to the provisions of this Section 9.8 must be a trust company or bank having trust powers and having a reported capital and surplus not less than $50,000,000. In the event that 30 days following the resignation or removal of the Trustee, execute and deliver an instrument or instruments conveying and transferring to such no successor Trustee has been appointed and accepted its obligations under this Indenture, the Litigation Trust, or confirming Trustee shall have the conveyance and transfer thereto of, all right to petition a court of competent jurisdiction for the estates, properties, rights, powers, and privileges appointment of such predecessor Trusteea successor (any costs incurred by Trustee shall be reimbursed in the same manner as other expenses of the Trustee are to be paid under this Indenture).

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

Appointment of Successor Trustee. In case the Trustee hereunder shall resign or be removed, or be dissolved, or shall be in course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case the Trustee shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the owners of 50% in aggregate principal amount of the then outstanding Debentures by an instrument or concurrent instruments in writing, signed by such owners of Debentures, or by their attorneys in fact duly authorized in writing, and delivered to the Issuer; provided, nevertheless, that in any such event the Issuer by an instrument executed by authority of a resolution of its Board of Directors and signed by the President and by the Secretary of such Board, may appoint a temporary Trustee to fill such vacancy until a successor Trustee shall be appointed by the owners of Debentures in the manner above provided, and any such temporary Trustee so appointed by the Issuer shall immediately and without further act be superseded by the Trustee so appointed by such owners of Debentures. In the event of the death (in the case that no appointment of a temporary or successor Trustee that shall be made pursuant to the foregoing provisions of this Article within 30 days after the Trustee gives written notice of resignation or the Trustee is a natural person)removed, dissolution (in any owner of Debentures or any retiring Trustee may apply to any court of competent jurisdiction for the case appointment of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereof, a successor Trustee may be appointed either by (a) unanimous vote of the Trust Advisory Board, subject to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further actand such court may thereupon, deedafter such notice, if any, as it shall deem proper, prescribe or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that appoint a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of such predecessor Trustee.

Appointment of Successor Trustee. In case at any time the event Trustee shall resign or be removed or become incapable of the death (in the case of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereofacting, a successor Trustee may be appointed either by (a) unanimous vote the holders of at least 66-2/3% in aggregate principal amount of the Trust Advisory BoardNotes at the time outstanding, subject so long as such successor is reasonably acceptable to the approval Company, by an instrument or instruments in writing executed by such Noteholders and filed with such successor Trustee with a copy of such instrument or instruments to the Company. Until a successor Trustee shall be so appointed by the Noteholders, the Company shall appoint a successor Trustee to fill such vacancy, by an instrument in writing delivered to the successor Trustee. If all or substantially all of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment Mortgaged Property shall be effective. Every successor Trustee appointed hereunder shall executein the possession of one or more receivers, acknowledgetrustees, and deliver to liquidators or assignees for the Bankruptcy Court and to a removed benefit of creditors, then such receivers, trustees, custodians, liquidators or resigning Trustee (or the representative of a deceased or dissolved Trustee) assignees may, by an instrument accepting the appointment under this Litigation Trust Agreement and agreeing in writing delivered to be bound hereto, and thereupon the successor Trustee, without appoint a successor Trustee. Promptly after any further actsuch appointment, deedthe Company, or conveyanceany such receivers, trustees, custodians, liquidators or assignees, as the case may be, shall become vested with all rightsgive notice thereof by first class mail, powerspostage prepaid, trusts, and duties to each holder of such removed, resigning, deceasedNotes at the time outstanding. Any successor Trustee so appointed by the Company, or dissolved such receivers, trustees, custodians, liquidators or assignees, shall immediately and without further act be superseded by a successor Trustee appointed by the holders of a 66-2/3% in aggregate principal amount of the Notes then outstanding. If a successor Trustee shall not be appointed pursuant to this Litigation Trust Agreement and Section within ninety (90) days after a vacancy shall have occurred in the Plan; providedoffice of Trustee, however, that a removed the holder of any Note or resigning such retiring Trustee (or unless the representative retiring Trustee is being removed) may apply to any court of competent jurisdiction to appoint a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such court may thereupon, after such notice, if any, as it may consider proper, appoint a successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of such predecessor Trustee.

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

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

Appointment of Successor Trustee. In If (i) the event of the death (in the case of a Trustee that is a natural person)shall resign, dissolution (in the case of a Trustee that is not a natural person)shall be removed, resignation pursuant to Section 7(b) hereof, incompetencyshall be dissolved, or removal pursuant to Section 7(ashall become otherwise incapable of acting hereunder, (ii) hereofthe Trustee shall be taken under the control of any public officer or officers, or (iii) a receiver shall be appointed for the Trustee by a court, then a successor Trustee may shall be appointed either by the Issuer, with the written consent of the Borrower; provided, that if a successor Trustee is not so appointed within ten (10) days after (a) unanimous vote a notice of resignation or an instrument or document of removal is received by the Trust Advisory BoardIssuer, subject to the approval of the United States as provided in consultation with the BeneficiariesSection 6.07 and 6.08 hereof, respectively, or (b) order the Trustee is dissolved, taken under control, becomes otherwise incapable of acting or a receiver is appointed, in each case, as provided above, then, so long as the Bankruptcy Court. Such vote or order Issuer shall specify the date on which such appointment shall be effective. Every successor Trustee not have appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties the Holders of such removed, resigning, deceased, or dissolved at least a majority in aggregate principal amount of Bonds then outstanding may designate a successor Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such document or concurrent instrument or documents in writing signed by or on behalf of those Holders. If no appointment of a successor Trustee under shall be made pursuant to the Litigation Trustforegoing provisions of this Section, the Holder of any Bond outstanding hereunder, the Bank or confirming the conveyance any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, after such notice, if any, as such court may deem proper and transfer thereto ofprescribe, all the estates, properties, rights, powers, and privileges of such predecessor appoint a successor Trustee.

Appointment of Successor Trustee. In the event (a) No resignation or removal of the death (in the case Trustee and no appointment of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereof, a successor Trustee pursuant to this Article 3 shall become effective until the acceptance of appointment by the successor Trustee under Section 3.3(c) below. The Trustee may resign at any time by giving written notice thereof to the Settlor, Class Counsel and the Court, and may be appointed either by (a) unanimous vote of the Trust Advisory Board, subject to removed at any time with the approval of the United States in consultation Court. In addition, if at any time: (i) the Trustee shall fail to comply with the Beneficiariesrequirements contained in Section 3.1, or (ii) the Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation, or liquidation, then all of the Trustee's powers and authority granted under this Trust shall be immediately suspended pending review by the Court, which shall be sought promptly by the Settlor and Class Counsel. In so doing, the Settlor and Class Counsel may seek all appropriate relief from the Court including, if warranted, removal of the Trustee. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition the Court for the appointment of a successor Trustee. A successor Trustee must meet the qualifications set forth in Section 3.1 of this Trust Agreement. (b) order Upon the acceptance of office by any successor Trustee, all rights, titles, duties, powers, and authority of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment predecessor Trustee under this Trust Agreement shall be effectivevested in and undertaken by the successor Trustee without any further act being required. No successor Trustee shall be liable for any act or omission of its predecessor. (c) Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning the retiring Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound heretosuch 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 such removedthe retiring Trustee; but, resigning, deceased, on request of the Court or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under all of the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges trusts of the retiring Trustee, and shall duly assign, transfer, and deliver to each successor Trustee all property and money held by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Settlor shall execute any and all instruments reasonably necessary for more fully and certainly vesting in and confirming to each such successor Trustee all such rights, powers, and trusts. No successor Trustee shall accept its appointment unless at the time of such predecessor acceptance such successor Trustee shall be qualified and eligible under this Article 3, to the extent operative. (d) Upon the resignation or removal of the Trustee, the Trustee shall within forty-five (45) days furnish a final report to the Settlor, Class Counsel and the Court setting forth the initial principal of the Trust Estate, all additions to the principal of the Trust Estate, any earnings of the Trust Estate, disbursements to Beneficiaries and all ordinary and necessary expenses incurred by the Trustee in connection with the management and administration of the Trust Estate during the Trustee's term of service.

Appointment of Successor Trustee. In the event of the death (in the case of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereof, a successor Trustee may be appointed either by (a) unanimous vote of If the Trust Advisory Board, subject to the approval of the United States Trustee resigns (or is removed) in consultation accordance with the Beneficiaries, Section 6.1(a) or (b) order hereof, the Board may, with the written consent of the Bankruptcy CourtParticipant (or, if he is no longer living, his Beneficiaries), which consent may not be unreasonably withheld, appoint any bank trust department or other party that may be granted corporate trustee powers under state law as a successor to replace the Trustee upon resignation or removal. Such vote or order shall specify the date on which such The appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, effective when requested accepted in writing by the successor Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the assets of Trust B. The former Trustee shall execute and deliver an any instrument necessary or instruments conveying and transferring to such reasonably requested by the Company or the successor Trustee under to evidence the Litigation Trusttransfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing assets of Trust B, subject to Sections 3 and 5.4 hereof. The successor Trustee shall not be responsible for, and the Company shall indemnify and defend the successor Trustee from, any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or confirming any condition existing at the conveyance time it becomes successor Trustee. (c) Upon settlement of the account and transfer thereto ofof the assets of Trust B to a successor Trustee, all the estates, properties, rights, powers, rights and privileges of such predecessor the Trustee under this Trust B Agreement shall vest in the successor Trustee and all responsibility and liability of the Trustee with respect to Trust B and assets thereof shall terminate subject only to the requirements that the Trustee execute all necessary documents to transfer the assets of Trust B to the successor Trustee, and that the Trustee deliver a final accounting of Trust B to the Company.

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

Appointment of Successor Trustee. In (a) If at any time hereafter the event Trustee shall resign, be removed, be dissolved or otherwise become incapable of acting, or the bank or trust company acting as Trustee shall be taken over by any governmental official, agency, department or commission, the position of Trustee shall thereupon become vacant. If the position of Trustee shall become vacant for any reason, the Issuer shall appoint a Trustee to fill such vacancy. A successor Trustee shall not be required if the Trustee shall sell or assign substantially all of its corporate trust business and the vendee or assignee shall continue in the trust business, or if a transfer of the death (trust business of the Trustee is required by operation of law, or the Trustee is merged with or consolidated into another corporation; provided that such vendee, assignee, transferee or successor by merger is a bank or trust company which is duly authorized to exercise corporate trust powers in the case State and subject to examination by federal or State authority: (i) of good standing, and (ii) having, or its parent having, a combined capital, surplus and undivided profits aggregating not less than Fifty Million Dollars ($50,000,000). The Issuer shall mail notice of any such appointment made by the Issuer, postage prepaid, to all Owners, at the expense of Issuer. (b) At any time within one (1) year after any such vacancy shall have occurred and was filled as provided in (a), the Owners of not less than twenty-five percent (25%) in principal amount of Notes then Outstanding, by an instrument or concurrent instruments in writing, executed by such Owners and filed with the Issuer, may select a different successor Trustee, which the Issuer shall appoint and which shall supersede any Trustee theretofore appointed at the direction of the Issuer. Photostatic copies, duly certified by the Authorized Officer of the Issuer as having been received by the Issuer, of each such instrument shall be delivered promptly by the Issuer to the predecessor Trustee and to the Trustee so appointed by the Owners. (c) If no appointment of a successor Trustee that is a natural person), dissolution shall be made within sixty (in 60) days of the case date of a Trustee that is not a natural person), removal pursuant to the foregoing provisions of this Section or resignation pursuant to Section 7(b9.10, any Owner hereunder or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. (d) hereofAny successor Trustee hereafter appointed shall be a bank or trust company which is duly authorized to exercise corporate trust powers in the State and subject to examination by federal or State authority: (i) of good standing, incompetencyand (ii) having, or removal pursuant to Section 7(a) hereofits parent having, a successor Trustee may be appointed either by combined capital, surplus and undivided profits aggregating not less than Fifty Million Dollars (a) unanimous vote of the Trust Advisory Board, subject to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of such predecessor Trustee$50,000,000).

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

Appointment of Successor Trustee. In the event of the death (a vacancy in the case position of Trustee or if a Trustee has given notice of its intention to resign, the Unit Holders present or represented at a meeting held in accordance with the requirements of Article VIII may appoint a successor Trustee. Nominees for appointment may be made by (i) the resigned or removed Trustee and (ii) any Unit Holder or Unit Holders owning at least 15% of the Units. Any such successor Trustee shall be a bank or trust company having a capital, surplus and undivided profits (as of the end of its last fiscal year prior to its appointment) of at least $50,000,000. In the event that is a natural person), dissolution (vacancy in the case position of a Trustee that is not a natural person), resignation pursuant to Section 7(bcontinues for sixty (60) hereof, incompetency, or removal pursuant to Section 7(a) hereofdays, a successor Trustee may be appointed either by (a) unanimous vote any State or Federal District Court holding terms in Tarrant County, Texas, upon the application of any Unit Holder, and in the event any such application is filed, such court may appoint a temporary Trustee at any time after such application is filed with it which shall, pending the final appointment of a Trustee, have such powers and duties as the court appointing such temporary Trustee shall provide in its order of appointment, consistent with the provisions of this Indenture. Immediately upon the appointment of any successor Trustee, all rights, titles, duties, powers and authority of the succeeded Trustee hereunder shall be vested in and undertaken by the successor Trustee which shall be entitled to receive from the Trustee which it succeeds all of the Trust Advisory Board, subject to the approval of the United States Estate held by it hereunder and all records and files in consultation with the Beneficiaries, or (b) order of the Bankruptcy Courtconnection therewith. Such vote or order shall specify the date on which such appointment No successor Trustee shall be effective. Every obligated to examine or seek alteration of any account of any preceding Trustee, nor shall any successor Trustee appointed hereunder be liable personally for failing to do so or for any act or omission of any preceding Trustee. The preceding sentence shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without not prevent any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of anyone else from taking any action otherwise permissible in connection with any such predecessor Trusteeaccount.

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

Appointment of Successor Trustee. (a) In case at any time the event Trustee shall resign or shall be removed or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of the death (in the case of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetencyTrustee, or removal pursuant to Section 7(aof its property, shall be appointed, or if any public officer shall take charge or control of the Trustee, or of its property or affairs, the Issuer covenants and agrees that (unless an Event of Default shall have occurred and be continuing) hereofit will, upon the Direction of the Issuer and receipt of the prior written consent of the Credit Provider, thereupon appoint a successor Trustee. (b) If in a proper case no appointment of a successor Trustee may shall be appointed either made pursuant to the foregoing provisions of this Section within forty-five (45) days after the Trustee shall have given to the Issuer written notice, as provided in Section 9.6 hereof, or after a vacancy in the office of the Trustee shall have occurred by reason of its inability to act, or an Event of Default shall have occurred and be continuing as described in (a) unanimous vote above, the Trustee, the Issuer or the owner of any Bond may apply to any court of competent jurisdiction to appoint a successor Trustee. Said court may thereupon, after such notice as such court may deem proper and prescribe, appoint a successor Trustee. (c) Any Trustee appointed under the Trust Advisory Board, subject provisions of this Section in succession to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment Trustee shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to a trust company or bank having the Bankruptcy Court and to a removed or resigning Trustee (or the representative powers of a deceased trust company, having capital, surplus and undivided profits aggregating at least $75,000,000, if there be such a trust company or dissolved Trustee) an instrument accepting bank willing and able to accept the appointment under this Litigation Trust Agreement office on reasonable and agreeing customary terms and authorized by law to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, perform all the estates, properties, rights, powers, and privileges of such predecessor Trusteeduties imposed upon it by this Indenture.

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

Appointment of Successor Trustee. In the event of the death (in the case of a Trustee that is a natural person), dissolution (in the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereof, a successor Trustee may be appointed either by (a) unanimous vote The Trustee shall have the right to resign upon 60 days’ written notice to the Grantor, during which time the Grantor shall appoint a “Qualified Successor Trustee.” If no Qualified Successor Trustee accepts such appointment, the resigning Trustee shall petition a court of competent jurisdiction for the appointment of a “Qualified Successor Trustee,” For this purpose, a “Qualified Successor Trustee” must be a bank or trust company approved by Grantor, but may not be the Grantor, any person who would be a “related or subordinate party” to the Grantor within the meaning of Section 672(c) of the Code or a corporation that would be a member of an “affiliated group” of corporations including the Grantor within the meaning of Section 1504(a) of the Code if the words “80 percent” wherever they appear in that section were replaced by the words “50 percent.” Upon the written acceptance by the Qualified Successor Trustee of the trust and upon approval of the resigning Trustee’s final account by those entitled thereto, the resigning Trustee shall be discharged. (b) Upon the occurrence of a corporate transaction involving the ownership or assets of a Grantor, the Grantor upon written acknowledgment to the Trustee of its obligations under the Trust and Plans may in its sole discretion direct the Trustee to transfer or assign all or a portion of the assets of the Trust Advisory Board, subject to the approval of the United States in consultation with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which such appointment shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Qualified Successor Trustee. The Trust Administrative Committee shall instruct the Trustee (or regarding the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing assets to be bound hereto, and thereupon the successor Trustee, without any further act, deed, transferred or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Planassigned; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring no assets shall be transferred to such successor a Qualified Successor Trustee until the Trustee is satisfied that contributions required under the Litigation Plans have been made prior to or concurrent with this transfer or assignment. Notwithstanding the foregoing, the Trustee shall only be permitted to transfer or assign assets from the Trust to a Qualified Successor Trustee if the transfer and assignment are consistent with the purpose and intent of the Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of such predecessor Trustee.

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

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

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

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

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

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

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

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

Appointment of Successor Trustee. In (a) If (i) the event of the death (in the case of a Trustee that is a natural person)shall resign, dissolution (in the case of a Trustee that is not a natural person)shall be removed, resignation pursuant to Section 7(b) hereof, incompetencyshall be dissolved, or removal pursuant to Section 7(ashall become otherwise incapable of acting hereunder, (ii) hereofthe Trustee shall be taken under the control of any public officer or officers, or (iii) a receiver shall be appointed for the Trustee by a court, then a successor Trustee may shall be appointed either by the Corporation (with the agreement of the City if there is no Event of Default and no Event of Nonappropriation under the Facilities Agreement); provided, that if a successor Trustee is not so appointed within ten days after (a) unanimous vote a notice of resignation or any instrument or document of removal is received by the Trust Advisory BoardCorporation as provided in Sections 6.6 and 6.7 hereof, subject to the approval of the United States in consultation with the Beneficiariesrespectively, or (b) order the Trustee is dissolved, taken under control, becomes otherwise incapable of acting or a receiver is appointed, in each case, as provided above, then, so long as the Corporation shall not have appointed a successor Trustee, the Holders of a majority in aggregate principal amount of the Bankruptcy CourtOutstanding Bonds not paid or provided for may designate a successor Trustee by an instrument or document or concurrent instruments or documents in writing signed by or on behalf of those Holders. If no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Section 6.8 within 60 days of the occurrence of any event listed in Section 6.8(a)(i)-(iii), the Holder of any Outstanding Bond hereunder or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Such vote court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. (b) Every successor Trustee appointed pursuant to this Section 6.8 shall (i) be a trust company or order shall specify bank having the date on which such appointment shall powers of a trust company, (ii) be effective. in good standing within the State or the United States, (iii) be duly authorized to exercise trust powers within the State or the United States, (iv) have a reported capital and surplus of not less than $75,000,000, and (v) be willing to accept the trusteeship under the terms and conditions of this Trust Agreement. (c) Every successor Trustee appointed hereunder shall execute, execute and acknowledge, and shall deliver to the Bankruptcy Court its predecessor and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) Corporation and the City an instrument or document in writing accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trusteeappointment. Thereupon, without any further act, deed, or conveyance, the successor shall become vested with all rightsof the trusts, properties, remedies, powers, rights, duties, obligations, discretion, privileges, claims, demands, causes of action, immunities, estates, titles, interests and liens of its predecessor. Upon the reasonable written request of its successor, the Corporation or the City, the predecessor Trustee (i) shall execute and deliver any instrument or document transferring to its successor all of the trusts, properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests, and duties liens of such removedthe predecessor Trustee hereunder, resigningand (ii) shall take any other action necessary to duly assign, deceasedtransfer and deliver to its successor all property (including without limitation, all securities and moneys) held by it as Trustee. Should any instrument or dissolved document in writing from the Corporation be requested by any successor Trustee for vesting and the conveying more fully and certainly in and to that successor the trusts, properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests and liens vested or conveyed hereby in or to the predecessor Trustee, the Corporation shall execute, acknowledge and deliver that instrument or document. (d) In the event of a change in the Trustee, the predecessor Trustee shall cease to be custodian of any moneys which it may hold pursuant to this Litigation Trust Agreement and shall cease to act as registrar and paying agent for the Plan; providedSeries 2015 Bonds. The successor Trustee shall become custodian, however, that a removed or resigning Trustee registrar and paying agent. (or e) Upon the representative appointment of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing successor Trustee and completion by the successor Trusteepredecessor Trustee of the actions required of it under (c) above, execute and deliver an instrument or instruments conveying and transferring to such successor the predecessor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges shall not be liable for any acts of such predecessor Trusteeits successor.

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

Appointment of Successor Trustee. In (a) If (i) the event Trustee shall resign, shall be removed, shall be dissolved, or shall become otherwise incapable of acting hereunder, (ii) the Trustee shall be taken under the control of any public officer or officers, or (iii) a receiver shall be appointed for the Trustee by a court, then a successor Trustee shall be appointed by the Corporation (with the agreement of the death City if there is no Event of Default and no Event of Nonappropriation under the Purchase and Use Agreement); provided, that if a successor Trustee is not so appointed within ten days after (x) a notice of resignation or any instrument or document of removal is received by the Corporation as provided in Sections 6.6 and 6.7 hereof, respectively, or (y) the case Trustee is dissolved, taken under control, becomes otherwise incapable of acting or a receiver is appointed, in each case, as provided above, then, so long as the Corporation shall not have appointed a successor Trustee, the Holders of a majority in aggregate principal amount of the Outstanding Bonds not paid or provided for may designate a successor Trustee that is a natural person), dissolution (by an instrument or document or concurrent instruments or documents in the case writing signed by or on behalf of those Holders. If no appointment of a successor Trustee that is not a natural person), resignation shall be made pursuant to the foregoing provisions of this Section 7(bwithin 50 days of the occurrence of any event listed in Section 6.8(a)(i)-(iii) hereof, incompetencythe Holder of any Outstanding Bond hereunder or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. Notwithstanding any other provision of this Trust Agreement to the contrary, no resignation or removal pursuant to Section 7(a) hereof, of the Trustee shall become effective until a successor has been appointed and has accepted the duties of Trustee may be appointed either by (a) unanimous vote of the Trust Advisory Board, subject to the approval of the United States in consultation with the Beneficiaries, or hereunder. (b) order Every successor Trustee appointed pursuant to this Section shall (i) be a trust company or bank having the powers of a trust company, (ii) be in good standing within the Bankruptcy Court. Such vote or order shall specify State and, if applicable, the date on which such appointment shall United States, (iii) be effective. duly authorized to exercise trust powers within the State and, if applicable, the United States, (iv) have a reported capital and surplus of not less than $75,000,000, and (v) be willing to accept the trusteeship under the terms and conditions of this Trust Agreement. (c) Every successor Trustee appointed hereunder shall execute, execute and acknowledge, and shall deliver to the Bankruptcy Court its predecessor and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) Corporation and the City an instrument or document in writing accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trusteeappointment. Thereupon, without any further act, deed, or conveyance, the successor shall become vested with all rightsof the trusts, properties, remedies, powers, rights, duties, obligations, discretion, privileges, claims, demands, causes of action, immunities, estates, titles, interests and liens of its predecessor. Upon the written request of its successor, the Corporation or the City, the predecessor Trustee (i) shall execute and deliver any instrument or document transferring to its successor all of the trusts, properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests, and duties liens of such removedthe predecessor Trustee hereunder, resigningand (ii) shall take any other action necessary to duly assign, deceasedtransfer and deliver to its successor all property (including without limitation, all securities and moneys) held by it as Trustee. Should any instrument or dissolved document in writing from the Corporation be requested by any successor Trustee for vesting and the conveying more fully and certainly in and to that successor the trusts, properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests and liens vested or conveyed hereby in or to the predecessor Trustee, the Corporation shall execute, acknowledge and deliver that instrument or document. (d) In the event of a change in the Trustee, the predecessor Trustee shall cease to be custodian of any moneys which it may hold pursuant to this Litigation Trust Agreement and shall cease to act as Paying Agent for the Plan; providedBonds, however, that a removed or resigning the successor Trustee shall become custodian of such moneys and the Paying Agent. (or e) Upon the representative appointment of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing successor Trustee and completion by the successor Trusteepredecessor Trustee of the actions required of it under (c) above, execute and deliver an instrument or instruments conveying and transferring to such successor the predecessor Trustee under the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges shall not be liable for any acts of such predecessor Trusteeits successor.

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

Appointment of Successor Trustee. In If at any time the event Trustee shall be removed, be dissolved or its property or affairs shall be taken under the control of any state or federal court or administrative body because of insolvency, bankruptcy or any other reason, a vacancy shall ipso facto be deemed to exist in the office of Trustee and a successor may be appointed, and in case at any time the Trustee shall resign, then a successor may be appointed, by giving written notice to the Issuer, the Borrower, the Tender Agent, the Remarketing Agent, and the Bank an instrument of appointment in writing, executed by Owners of not less than a majority in principal amount of Bonds then Outstanding with the consent of the death (in Bank unless the case Bank has wrongfully dishonored a draw on a Credit Facility. Copies of a such instrument shall be promptly delivered by the Issuer to the predecessor Trustee that is a natural person), dissolution (in and to the case of a Trustee that is not a natural person), resignation pursuant to Section 7(b) hereof, incompetency, or removal pursuant to Section 7(a) hereof, so appointed. Until a successor Trustee may shall be appointed either by (a) unanimous vote the Owners of the Trust Advisory BoardBonds as herein authorized with the consent of the Bank unless the Bank has wrongfully dishonored a draw on a Credit Facility, subject the Issuer, by an instrument authorized by resolution of the Issuer, may, but shall have no obligation to, appoint a successor Trustee acceptable to the approval Borrower and the Bank. After any appointment by the Issuer, it shall cause notice of such appointment to be given to the Remarketing Agent and to all Owners of the United States Bonds. Any new Trustee so appointed by the Issuer shall immediately and without further act be superseded by a Trustee appointed by the Owners of the Bonds in consultation the manner above provided. Notwithstanding anything herein to the contrary, no resignation or removal of the Trustee shall be effective until (i) a successor Trustee shall be appointed in accordance with the Beneficiaries, or (b) order of the Bankruptcy Court. Such vote or order shall specify the date on which terms hereof and has accepted such appointment and (ii) each then existing Letter of Credit or other Credit Facility shall be effective. Every successor Trustee appointed hereunder shall execute, acknowledge, and deliver to the Bankruptcy Court and to a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) an instrument accepting the appointment under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon the successor Trustee, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of such removed, resigning, deceased, or dissolved Trustee pursuant to this Litigation Trust Agreement and the Plan; provided, however, that a removed or resigning Trustee (or the representative of a deceased or dissolved Trustee) shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring have been transferred to such successor Trustee under in accordance with the Litigation Trust, or confirming the conveyance and transfer thereto of, all the estates, properties, rights, powers, and privileges of such predecessor Trusteeterms thereof.