Common use of Replacement of the Trustee Clause in Contracts

Replacement of the Trustee. (a) Subject to Clause 22.4(f), the Trustee may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint a successor Trustee at a Bondholders’ Meeting convened by the retiring Trustee or by way of Written Procedure initiated by the retiring Trustee. (b) Subject to Clause 22.4(f), if the Trustee is Insolvent, the Trustee shall be deemed to resign as Trustee with immediate effect and the Issuer shall within ten (10) Business Days appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (c) A Bondholder (or Bondholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for the purpose of dismissing the Trustee and appointing a new Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointed. (d) If the Bondholders have not appointed a successor Trustee within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (e) The retiring Trustee shall, at its own cost, make available to the successor Trustee such documents and records and provide such assistance as the successor Trustee may reasonably request for the purposes of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s resignation or dismissal shall only take effect upon the appointment of a successor Trustee and acceptance by such successor Trustee of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (g) Upon the appointment of a successor, the retiring Trustee shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee the rights, powers and obligation of the Trustee and releasing the retiring Trustee from its further obligations under the Finance Documents. Unless the Issuer and the new Trustee agrees otherwise, the new Trustee shall be entitled to the same fees and the same indemnities as the retiring Trustee.

Replacement of the Trustee. (a) Subject to Clause 22.4(f), the The Trustee may resign at any time by giving notice so notifying the Issuer in writing not less than 30 days prior to the Issuer effective date of such resignation. The Holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal and the Bondholders, in which case the Bondholders shall may appoint a successor Trustee at with the Issuer’s written consent, which consent shall not be unreasonably withheld. The Issuer shall remove the Trustee if: (a) the Trustee fails to comply with Section 7.10; (b) the Trustee is adjudged as bankrupt or as insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (c) a Bondholders’ Meeting convened custodian or public officer takes charge of the Trustee or its property; or (d) the Trustee becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail (or otherwise deliver in accordance with applicable Depositary procedures) a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or by way the Holders of Written Procedure initiated by the retiring Trustee. (b) Subject to Clause 22.4(f), if the Trustee is Insolvent, the Trustee shall be deemed to resign as Trustee with immediate effect and the Issuer shall within ten (10) Business Days appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (c) A Bondholder (or Bondholders) representing at least ten (10) per cent. % in principal amount of the Adjusted Nominal Amount may, by notice to the Issuer (such notice Notes may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for the purpose of dismissing the Trustee and appointing a new Trustee. The Issuer maypetition, at a Bondholders’ Meeting convened by it or by way the Issuer’s expense, any court of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointed. (d) If the Bondholders have not appointed a successor Trustee within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (e) The retiring Trustee shall, at its own cost, make available to the successor Trustee such documents and records and provide such assistance as the successor Trustee may reasonably request competent jurisdiction for the purposes of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s resignation or dismissal shall only take effect upon the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in TIA § 310(b), any Holder, who has been a bona fide holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and acceptance by such the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s obligations under Section 7.7 shall continue for the benefit of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (g) Upon the appointment of a successor, the retiring Trustee shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee the rights, powers and obligation of the Trustee and releasing the retiring Trustee from its further obligations under the Finance Documents. Unless the Issuer and the new Trustee agrees otherwise, the new Trustee shall be entitled to the same fees and the same indemnities as the retiring Trustee.

Replacement of the Trustee. (a) Subject to Clause 22.4(f)the provisions set forth in paragraphs (c) and (d) below, the Trustee may resign cease to act as trustee under this Amendment Agreement by giving written notice to the Issuer Trustors and the BondholdersBeneficiary, with at least sixty (60) calendar days in which advance (except in the case provided in Clause Ten, paragraph (c) of this Amendment Agreement), including after an event provided in Clause Fourteen (a)(iv) has occurred, provided that the Bondholders shall appoint a successor Trustee may under no circumstances resign if an enforcement procedure has been initiated pursuant to Clause Seven of this Amendment Agreement. Subject to the provisions agreed in paragraph (c) below, the appointment of the Trustee may also be deemed as terminated by notice in writing from the Beneficiary at a Bondholders’ Meeting convened by the retiring Trustee or by way of Written Procedure initiated by the retiring Trusteeleast thirty (30) calendar days in advance. (b) Subject to Clause 22.4(f), if In the event the Trustee is Insolventceases to act in such capacity under this Amendment Agreement owing to early termination in accordance with paragraph (a) above or after the Termination Date, the Trustee shall prepare account statements and related accounts with respect to the Trust Estate, which must be delivered to the Trustors and the Beneficiary within thirty (30) calendar days following the termination. The Trustors and the Beneficiary shall have thirty (30) calendar days as of their receipt to examine and object such account statements and accounts; if after such term the Trustors and the Beneficiary fail to make their comments known to the Trustee, the account statements and accounts shall be deemed to resign as Trustee with immediate effect have been approved by the Trustors and by the Issuer shall within ten (10) Business Days appoint a successor Trustee which shall be an independent financial institution Beneficiary, except in the event of any non-apparent errors or other reputable company which regularly acts as agent under debt issuancesomissions. (c) A Bondholder The Beneficiary shall have the right to appoint any successor Trustee, provided that no Enforcement Event occurs, the Trustors shall have the right to consent any appointment in writing within fifteen (or Bondholders15) representing at least ten (10) per cent. calendar days following the date in which representative of the Adjusted Nominal Amount mayTrustors has received notice of the appointment, by notice to which consent shall not be denied without due cause and which shall be regarded as having been granted if the Issuer (Trustors do not oppose such notice may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for the purpose of dismissing the Trustee and appointing a new Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointedappointment within such period. (d) If The Trustee shall continue acting as trustee under this Amendment Agreement until a substitute trustee has been appointed in accordance with the Bondholders have not appointed a successor Trustee within ninety (90) days after (i) terms set forth in this Amendment Agreement and such substitute trustee has accepted the earlier of appointment and the notice of resignation was given or Trust Estate has been legally transferred to the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancessubstitute trustee. (e) The retiring Trustee shall, at its own cost, make available to the successor Trustee such documents and records and provide such assistance as the successor Trustee may reasonably request for the purposes of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s resignation or dismissal shall only take effect upon the appointment of a successor Trustee and acceptance by such successor Trustee of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (g) Upon the appointment of a successor, the retiring Trustee shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders trustee shall have the same rights and obligations amongst themselves as the Trustee under this Amendment Agreement and shall be the Finance Documents as they would have had if such successor had been “Trustee” for the original Trustee. (h) In the event that there is a change purposes of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee the rights, powers and obligation of the Trustee and releasing the retiring Trustee from its further obligations under the Finance Documents. Unless the Issuer and the new Trustee agrees otherwise, the new Trustee shall be entitled to the same fees and the same indemnities as the retiring Trusteeprovisions set forth herein.

Replacement of the Trustee. (a) Subject to Clause 22.4(f), A resignation or removal of the Trustee may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint appointment of a successor Trustee at a Bondholders’ Meeting convened by shall become effective only upon the retiring Trustee or by way successor Trustee’s acceptance of Written Procedure initiated by the retiring Trusteeappointment as provided in this Section 10.6. (b) Subject The Trustee may, after giving sixty (60) days prior written notice to Clause 22.4(f)ARG, if each Noteholder and each Rating Agency, resign at any time and be discharged from the Trustee is Insolventtrust hereby created by so notifying ARG; provided, however, that no such resignation of the Trustee shall be deemed effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Requisite Investors may remove the Trustee by so notifying the Trustee and ARG. ARG may remove the Trustee if: (i) the Trustee fails to resign as comply with Section 10.8; (ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with immediate effect and respect to the Issuer Trustee under the Bankruptcy Code; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, ARG shall within ten (10) Business Days promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Requisite Investors may appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesto replace the successor Trustee appointed by ARG. (c) A Bondholder (If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or Bondholders) representing is removed, the retiring Trustee, ARG or any Secured Party may petition at least ten (10) per cent. the expense of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held ARG any court of competent jurisdiction for the purpose appointment of dismissing the Trustee and appointing a new successor Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointed. (d) If the Bondholders have not appointed Trustee after written request by any Noteholder who has been a Noteholder for at least six months fails to comply with Section 10.8, such Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesTrustee. (e) The retiring A successor Trustee shall, at shall deliver a written acceptance of its own cost, make available appointment to the successor retiring or removed Trustee such documents and records and provide such assistance as to ARG. Thereupon the successor Trustee may reasonably request for the purposes of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s resignation or dismissal shall only take effect upon the appointment removal of a successor Trustee and acceptance by such successor Trustee of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (g) Upon the appointment of a successor, the retiring Trustee shall be discharged from any further obligation in respect of become effective, and the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders successor Trustee shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee all the rights, powers and obligation duties of the Trustee under this Indenture and releasing any Series Supplement. The successor Trustee shall mail a notice of its succession to Noteholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, however, that all sums owing to the retiring Trustee from hereunder (and its further agents and counsel) have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, ARG’s obligations under Section 10.5 shall continue for the Finance Documents. Unless the Issuer and the new Trustee agrees otherwise, the new Trustee shall be entitled to the same fees and the same indemnities as benefit of the retiring Trustee.

Replacement of the Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee shall become effective until the acceptance of appointment by the successor Trustee pursuant to this Section 6.8. Subject to Clause 22.4(f)the preceding sentence, the Trustee may resign at any time by giving providing 60 days prior written notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint a successor Trustee at a Bondholders’ Meeting convened Noteholders or sooner if so required by the retiring Trustee or by way of Written Procedure initiated by the retiring Trustee. (b) Subject to Clause 22.4(f), if the Trustee is Insolvent, the Trustee shall be deemed to resign as Trustee with immediate effect and the Issuer shall within ten (10) Business Days appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (c) A Bondholder (or Bondholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for the purpose of dismissing the Trustee and appointing a new Trusteelaw. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that may remove the Trustee be dismissed and a new Trustee appointed.if: (d) If the Bondholders have not appointed a successor Trustee within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or Trustee fails to comply with Section 6.11; (ii) the Trustee was dismissed through is adjudged a decision by bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the BondholdersTrustee or its property; or (iv) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly provide written notice of such event to the Rating Agency and the Noteholders and shall appoint a successor Trustee. If the Issuer fails to appoint such a successor Trustee, the Trustee which may appoint a successor Trustee. A successor Trustee shall be an independent financial institution deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or other reputable company which regularly acts as agent removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under debt issuances. (e) this Indenture. The successor Trustee shall mail a notice of its succession to Noteholders. The retiring Trustee shall, at its own cost, make available shall promptly transfer all property held by it as Trustee to the successor Trustee such documents and records shall be paid all fees and provide such assistance as expenses owed through the date of termination. If a successor Trustee may reasonably request for does not take office within 60 days after the purposes retiring Trustee provides notice of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s intended resignation or dismissal shall only take effect upon is removed, the retiring Trustee, the Issuer or a Note Majority may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee shall fail to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and acceptance by such successor Trustee of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (g) Upon the appointment of a successorsuccessor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section, the retiring Trustee Issuer's obligations under Section 6.7 shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to continue for the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as retiring Trustee. Its successor, the Issuer and each of the Bondholders The retiring Trustee shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such no liability for any act or omission by any successor had been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee the rights, powers and obligation of the Trustee and releasing the retiring Trustee from its further obligations under the Finance Documents. Unless the Issuer and the new Trustee agrees otherwise, the new Trustee shall be entitled to the same fees and the same indemnities as the retiring Trustee.

Replacement of the Trustee. (a) Subject The Trustee may resign after providing not less than 90 days’ notice to Clause 22.4(f)Cleveland-Cliffs and, on or after the date on which a Change of Control has occurred, to the Executives, Key Employees and Directors/Officers. Prior to the date on which a Change of Control has occurred, the Trustee may resign be removed at any time by giving notice Cleveland-Cliffs. On or after such date, such removal shall also require the agreement of a majority of the Executives, Key Employees and Directors/Officers. Prior to the Issuer date on which a Change of Control has occurred, a replacement or successor trustee shall be appointed by Cleveland-Cliffs. On or after such date, such appointment shall also require the agreement of a majority of the Executives, Key Employees and Directors/Officers. No such removal or resignation shall become effective until the Bondholdersacceptance of the trust by a successor trustee designated in accordance with this Section 11. If the Trustee should resign, in which case and within 45 days of the Bondholders notice of such resignation Cleveland-Cliffs and a majority of the Executives, Key Employees and Directors/Officers (if required) shall not have notified the Trustee of an agreement as to a replacement trustee, the Trustee shall appoint a successor Trustee at a Bondholders’ Meeting convened by the retiring Trustee or by way of Written Procedure initiated by the retiring Trustee. (b) Subject to Clause 22.4(f)trustee, if the Trustee is Insolvent, the Trustee shall be deemed to resign as Trustee with immediate effect and the Issuer shall within ten (10) Business Days appoint a successor Trustee which shall be an independent financial institution a bank or other reputable company which regularly acts as agent under debt issuances. (c) A Bondholder (or Bondholders) representing trust company, wherever located, having a capital and surplus of at least ten (10) per cent. of $500,000,000 in the Adjusted Nominal Amount mayaggregate, by notice to the Issuer (such notice may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for the purpose of dismissing or the Trustee and appointing may apply to a new Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way court of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointed. (d) If the Bondholders have not appointed a successor Trustee within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (e) The retiring Trustee shall, at its own cost, make available to the successor Trustee such documents and records and provide such assistance as the successor Trustee may reasonably request competent jurisdiction for the purposes of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s resignation or dismissal shall only take effect upon the appointment of a successor Trustee trustee. The costs and acceptance by such successor Trustee expenses of such appointment application will be charged against the Trust. Notwithstanding the foregoing, a new trustee shall be independent and not subject to control of either Cleveland-Cliffs or the execution Indemnitees. Upon the acceptance of the trust by a successor trustee, the Trustee shall release all necessary documentation of the monies and other property in the Trust to effectively substitute its successor, who shall thereafter for all purposes of this Trust Agreement No. 2 be considered to be the retiring “Trustee.” (ga) Upon For purposes of the removal or appointment of a successortrustee under this Section 11, the retiring Trustee if any Executive, Key Employee or Director/Officer shall be discharged from any further obligation in respect of the Finance Documents but deceased or adjudged incompetent, such person’s personal representative (including his or her guardian, executor or administrator) shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting participate in such new Trustee the rights, powers and obligation of the Trustee and releasing the retiring Trustee from its further obligations under the Finance Documents. Unless the Issuer and the new Trustee agrees otherwise, the new Trustee shall be entitled to the same fees and the same indemnities as the retiring Trusteeperson’s stead.

Replacement of the Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee shall become effective until the acceptance of appointment by the successor Trustee reasonably acceptable to the Note Insurer pursuant to this Section 6.8. Subject to Clause 22.4(f)the preceding sentence, the Trustee may resign at any time by giving providing 60 days prior written notice to the Issuer Issuer, the Note Insurer and the BondholdersNoteholders or sooner if so required by law. The Issuer may, with the consent of the Note Insurer, if no Insurer Default has occurred and is continuing, which consent shall not be unreasonably withheld, remove the Trustee if: (i) the Trustee fails to comply with Section 6.11; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in which case the Bondholders office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly provide written notice of such event to the Rating Agency, the Note Insurer and the Noteholders and shall appoint a successor Trustee at reasonably acceptable to the Controlling Party. If the Issuer fails to appoint such a Bondholders’ Meeting convened by the retiring Trustee or by way of Written Procedure initiated by the retiring successor Trustee. (b) Subject to Clause 22.4(f), if the Trustee is Insolvent, the Trustee shall be deemed to resign as Trustee with immediate effect and the Issuer shall within ten (10) Business Days may appoint a successor Trustee which reasonably acceptable to the Controlling Party. A successor Trustee shall be an independent financial institution deliver a written acceptance of its appointment to the retiring Trustee, the Note Insurer and to the Issuer. Thereupon the resignation or other reputable company which regularly acts as agent under debt issuances. (c) A Bondholder (or Bondholders) representing at least ten (10) per cent. removal of the Adjusted Nominal Amount mayretiring Trustee shall become effective, by notice to and the Issuer (such notice may only be validly given by a person who is a Bondholder on successor Trustee shall have all the Business Day immediately following the day on which the notice is received by the Issuer rights, powers and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for the purpose duties of dismissing the Trustee and appointing a new Trusteeunder this Indenture. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointed. (d) If the Bondholders have not appointed a successor Trustee within ninety (90) days after (i) the earlier of the shall mail a notice of resignation was given or its succession to Noteholders and the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (e) Note Insurer. The retiring Trustee shall, at its own cost, make available shall promptly transfer all property held by it as Trustee to the successor Trustee such documents and records shall be paid all fees and provide such assistance as expenses owed through the date of termination. If a successor Trustee may reasonably request for does not take office within 60 days after the purposes retiring Trustee provides notice of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s intended resignation or dismissal shall only take effect upon is removed, the retiring Trustee, the Note Insurer, the Issuer or a Note Majority may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee shall fail to comply with Section 6.11, any Noteholder or the Note Insurer may petition any court of competent jurisdiction for the removal of the Trustee and acceptance by such successor Trustee of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (g) Upon the appointment of a successorsuccessor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section, the retiring Trustee Issuer's obligations under Section 6.7 shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to continue for the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as retiring Trustee. Its successor, the Issuer and each of the Bondholders The retiring Trustee shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such no liability for any act or omission by any successor had been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee the rights, powers and obligation of the Trustee and releasing the retiring Trustee from its further obligations under the Finance Documents. Unless the Issuer and the new Trustee agrees otherwise, the new Trustee shall be entitled to the same fees and the same indemnities as the retiring Trustee.

Replacement of the Trustee. (a) Subject to Clause 22.4(f), A resignation or removal of the Trustee may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint appointment of a successor Trustee at a Bondholders’ Meeting convened by shall become effective only upon the retiring Trustee or by way successor Trustee’s acceptance of Written Procedure initiated by appointment as provided in this Section 11.7 and the retiring Trusteesatisfaction of the Rating Agency Condition. (b) Subject The Trustee may, after giving sixty (60) days’ prior written notice to Clause 22.4(f)the Issuers, if each Noteholder, any Financial Insurance Provider and each Rating Agency, resign at any time and be discharged from the Trustee is Insolventtrust hereby created by so notifying the Issuers; provided, however, that no such resignation of the Trustee shall be deemed effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Controlling Party may remove the Trustee by so notifying the Trustee, the Issuers and each Rating Agency; provided that if a Financial Insurance Provider is the Controlling Party and it removes the Trustee pursuant to resign this Section 11.7(b) without cause, such Financial Insurance Provider shall bear all costs incurred in connection with the amendment of the notation on the Certificates of Titles for the Cargo Vans and Pick-Up Trucks to reflect the change in Trustee. The Issuers (for so long as Trustee a Financial Insurance Provider is the Controlling Party, with immediate effect the consent of the Controlling Party) shall, and the Issuer Controlling Party may, remove the Trustee upon notice to each Rating Agency if: (i) the Trustee fails to comply with Section 11.6; (ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under the Bankruptcy Code; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Issuers shall within ten (10) Business Days promptly appoint a successor Trustee which shall be be, so long as a Financial Insurance Provider is the Controlling Party, reasonably acceptable to the Controlling Party; provided, however that if an independent financial institution or other reputable company which regularly acts as agent under debt issuancesEvent of Default has occurred and is continuing, only the Controlling Party may designate and appoint any successor Trustee. (c) A Bondholder If a successor Xxxxxxx does not take office within thirty (30) days after the retiring Trustee resigns or Bondholders) representing at least ten (10) per cent. is removed, the retiring Trustee, any Issuer or any Secured Party may petition any court of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held competent jurisdiction for the purpose appointment of dismissing the Trustee and appointing a new successor Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointed. (d) If the Bondholders have not appointed a A successor Trustee within ninety (90) days after (i) shall deliver a written acceptance of its appointment to the earlier of retiring or removed Trustee, to the notice of resignation was given or Issuers and to any Financial Insurance Provider. Thereupon the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (e) The retiring Trustee shall, at its own cost, make available to the successor Trustee such documents and records and provide such assistance as the successor Trustee may reasonably request for the purposes removal of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s resignation or dismissal shall only take effect upon the appointment of a successor Trustee and acceptance by such successor Trustee of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (g) Upon the appointment of a successor, the retiring Trustee shall be discharged from any further obligation in respect of become effective, and the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders successor Trustee shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee all the rights, powers and obligation duties of the Trustee under the Base Indenture and releasing the any Series Supplement. The successor Trustee shall mail a notice of its succession to Noteholders. The retiring Trustee from its further shall promptly transfer all property held by it as Trustee to the successor Trustee. Notwithstanding replacement of the Trustee pursuant to this Section 11.7, the Issuers’ obligations under Sections 11.5 and 11.11 shall continue for the Finance Documents. Unless the Issuer and the new Trustee agrees otherwise, the new Trustee shall be entitled to the same fees and the same indemnities as benefit of the retiring Trustee.

Replacement of the Trustee. (a) Subject to Clause 22.4(f), A resignation or removal of the Trustee may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint appointment of a successor Trustee at a Bondholders’ Meeting convened by shall become effective only upon the retiring Trustee or by way successor Trustee’s acceptance of Written Procedure initiated by the retiring Trusteeappointment as provided in this Section 10.6. (b) Subject The Trustee may, after giving thirty (30) days prior written notice to Clause 22.4(f)the Master Issuer, if the Trustee is InsolventNoteholders, the Servicer, the Manager, the Back-Up Manager, the Controlling Class Representative, each Class A-1 Administrative Agent and each Rating Agency for each Series of Notes Outstanding, resign at any time from its office and be discharged from the trust hereby created; provided, however, that no such resignation of the Trustee shall be deemed to resign as effective until a successor trustee has assumed the obligations of the Trustee with immediate effect hereunder. The Control Party or the Master Issuer may remove the Trustee, or any Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, if at any time: (i) the Trustee fails to comply with Section 10.8; (ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under the Bankruptcy Code; (iii) the Trustee fails generally to pay its debts as such debts become due; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Master Issuer shall within ten promptly, with the prior written consent of the Control Party, appoint a successor Trustee. Within one (101) Business Days year after the successor Trustee takes office, the Majority of Controlling Class Members (with the prior written consent of the Control Party) may appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesto replace the successor Trustee appointed by the Master Issuer. (c) A Bondholder If a successor Trustee is not appointed and an instrument of acceptance by a successor Trustee is not delivered to the Trustee within thirty (30) days after the retiring Trustee resigns or Bondholders) representing is removed, at least ten (10) per cent. the direction of the Adjusted Nominal Amount mayControl Party, by notice to the Issuer (such notice retiring Trustee, at the expense of the Master Issuer, may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held petition any court of competent jurisdiction for the purpose appointment of dismissing the Trustee and appointing a new successor Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointed. (d) If the Bondholders have not appointed Trustee after written request by the Servicer or any Noteholder fails to comply with Section 10.8, the Servicer or such Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesTrustee. (e) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to the Servicer and the Master Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Base Indenture, any Series Supplement and any other Related Document to which the Trustee is a party. The successor Trustee shall mail a notice of its succession to the Noteholders and each Class A-1 Administrative Agent. The retiring Trustee shall, at its own cost, make available shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, however, that all sums owing to the retiring Trustee such documents and records and provide such assistance as hereunder have been paid. Notwithstanding replacement of the successor Trustee may reasonably request pursuant to this Section 10.6, the Master Issuer’s obligations under Section 10.5 shall continue for the purposes benefit of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s resignation or dismissal shall only take effect upon the appointment of a successor Trustee and acceptance by such successor Trustee of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (gf) Upon No successor Trustee may accept its appointment unless at the appointment time of a successor, the retiring Trustee shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such acceptance such successor had is qualified and eligible under this Base Indenture and a Rating Agency Notification has been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee the rights, powers and obligation of the Trustee and releasing the retiring Trustee from its further obligations under the Finance Documents. Unless the Issuer provided and the new Trustee agrees otherwise, the new Trustee shall be entitled Control Party has provided its consent with respect to the same fees and the same indemnities as the retiring Trusteesuch appointment.

Replacement of the Trustee. (a) Subject to Clause 22.4(f), A resignation or removal of the Trustee may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint appointment of a successor Trustee at a Bondholders’ Meeting convened by shall become effective only upon the retiring Trustee or by way successor Trustee's acceptance of Written Procedure initiated by the retiring Trusteeappointment as provided in this Section 10.6. (b) Subject The Trustee may, after giving thirty (30) days prior written notice to Clause 22.4(f)the Co-Issuers, if the Trustee is InsolventServicer, the Manager, the Back-Up Manager, the Controlling Class Representative, each Class A-1 Administrative Agent and each Rating Agency, resign at any time from its office and be discharged from the trust hereby created; provided, however, that no such resignation of the Trustee shall be deemed to resign as effective until a successor trustee has assumed the obligations of the Trustee with immediate effect hereunder. The Control Party (at the direction of the Controlling Class Representative) or the Majority of Noteholders of the Controlling Class may remove the Trustee at any time by so notifying the Trustee and the Issuer Co-Issuers. So long as no Event of Default or Rapid Amortization Event has occurred and is continuing, the Co-Issuers (with prior written consent of the Control Party) may remove the Trustee at any time. The Co-Issuers (with the prior written consent of the Control Party) shall within ten remove the Trustee if: (10i) Business Days the Trustee fails to comply with Section 10.8; (ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under the Bankruptcy Code; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Co-Issuers shall promptly, with the prior written consent of the Control Party, appoint a successor Trustee. Within one year after the successor Trustee takes office, the Majority of Noteholders of the Controlling Class (with the prior written consent of the Control Party) may appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesto replace the successor Trustee appointed by the Co-Issuers. (c) A Bondholder If a successor Txxxxxx does not take office within sixty (60) days after the retiring Trustee resigns or Bondholders) representing is removed, the retiring Trustee, at least ten (10) per cent. the expense of the Adjusted Nominal Amount mayCo- Issuers, by notice to the Issuer (such notice may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held petition any court of competent jurisdiction for the purpose appointment of dismissing the Trustee and appointing a new Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointedsuccessor Txxxxxx. (d) If the Bondholders have not appointed Trustee after written request by the Servicer or any Noteholder fails to comply with Section 10.8, the Servicer or such Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesTrustee. (e) The A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee shall, at its own cost, make available or removed Trustee and to the successor Trustee such documents Servicer and records and provide such assistance as the successor Trustee may reasonably request for Co-Issuers. Thereupon the purposes of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s resignation or dismissal shall only take effect upon the appointment removal of a successor Trustee and acceptance by such successor Trustee of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (g) Upon the appointment of a successor, the retiring Trustee shall be discharged from any further obligation in respect of become effective, and the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders successor Trustee shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee all the rights, powers and obligation duties of the Trustee under this Base Indenture, any Series Supplement and releasing any other Related Document to which the Trustee is a party. The successor Trustee shall mail a notice of its succession to Noteholders and each Class A-1 Administrative Agent. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, however, that all sums owing to the retiring Trustee from its further hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, the Co-Issuers' obligations under Section 10.5 shall continue for the Finance Documents. Unless the Issuer and the new Trustee agrees otherwise, the new Trustee shall be entitled to the same fees and the same indemnities as benefit of the retiring Trustee.

Replacement of the Trustee. (a) Subject to Clause 22.4(f), the The Trustee may resign at any time with respect to any Series or Tranche of Securities by giving notice so notifying the Issuer not less than 60 days prior to the Issuer and effective date of such resignation. The Holders of a majority in principal amount of the Bondholders, in which case the Bondholders shall appoint a successor Trustee at a Bondholders’ Meeting convened by the retiring Trustee outstanding Securities of any Series or by way of Written Procedure initiated by the retiring Trustee. (b) Subject to Clause 22.4(f), if Tranche may remove the Trustee is Insolvent, with respect to that Series or Tranche by so notifying the Trustee shall be deemed to resign as Trustee with immediate effect and the Issuer shall within ten (10) Business Days appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (c) A Bondholder (or Bondholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for the purpose of dismissing the Trustee and appointing a new Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that shall remove the Trustee be dismissed and a new Trustee appointed.if: (d) If the Bondholders have not appointed a successor Trustee within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii1) the Trustee was dismissed through fails to comply with Section 7.10; (2) the Trustee is adjudged bankrupt or insolvent; (3) a decision receiver or other public officer takes charge of the Trustee or its property; or (4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns, is removed by the BondholdersIssuer or by the Holders of a majority in principal amount of the outstanding Securities of any Series or Tranche or if a vacancy exists in the office of the Trustee for any reason (the Trustee in each such event being referred to herein as the “Retiring Trustee”), the Issuer shall promptly appoint a successor Trustee. A successor Trustee which shall be an independent financial institution deliver a written acceptance of its appointment to the Retiring Trustee and to the Issuer. Thereupon the resignation or other reputable company which regularly acts removal of the Retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of a Trustee under this Indenture. A successor Trustee with respect to any Series or Tranche of Securities shall mail a notice of its succession to the outstanding Securityholders of that Series or Tranche. The Retiring Trustee shall promptly transfer all property held by it as agent under debt issuances. (e) The retiring Trustee shall, at its own cost, make available to the successor Trustee such documents and records and provide such assistance as Trustee, subject to the lien provided for in Section 7.06. If a successor Trustee with respect to any Series or Tranche of Securities does not take office within 60 days after the Retiring Trustee resigns or is removed, the Retiring Trustee or the Holders of 10% in principal amount of the outstanding Securities of that Series or Tranche may reasonably request petition any court of competent jurisdiction for the purposes of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s resignation or dismissal shall only take effect upon the appointment of a successor Trustee. If the Trustee with respect to any Series or Tranche of Securities fails to comply with Section 7.10, any outstanding Securityholder of that Series or Tranche may petition any court of competent jurisdiction for the removal of the Trustee and acceptance by such successor Trustee of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (g) Upon the appointment of a successorsuccessor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section, the retiring Trustee Issuer's obligations under Section 7.06 shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to continue for the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Retiring Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee the rights, powers and obligation of the Trustee and releasing the retiring Trustee from its further obligations under the Finance Documents. Unless the Issuer and the new Trustee agrees otherwise, the new Trustee shall be entitled to the same fees and the same indemnities as the retiring Trustee.

Replacement of the Trustee. (a) Subject to Clause 22.4(f), A resignation or removal of the Trustee may resign by and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 10.6. (b) The Trustee may, after giving not less than thirty (30) days’ prior written notice to the Issuer Issuer, the Noteholders, the Manager, the Back-Up Manager and the BondholdersControlling Class Representative, resign at any time from its office and be discharged from the trust hereby created; provided, however, that no such resignation of the Trustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Controlling Class Representative or the Issuer may remove the Trustee by delivering written notice of such removal to the Trustee, or any Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, if at any time: (i) the Trustee fails to comply with Section 10.8; (ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under the Bankruptcy Code; (iii) the Trustee fails generally to pay its debts as such debts become due; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in which case the Bondholders office of the Trustee for any reason, the Issuer shall promptly, with the prior written consent of the Controlling Class Representative, appoint a successor Trustee. Within one year after the successor Trustee takes office, the Controlling Class Representative may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. (c) If a successor Txxxxxx is not appointed and an instrument of acceptance by a successor Trustee is not delivered to the Trustee within thirty (30) days after the retiring Trustee resigns or is removed, at the direction of the Controlling Class Representative, the retiring Trustee, at the expense of the Issuer, may petition any court of competent jurisdiction for the appointment of a Bondholders’ Meeting convened by successor Trustee. (d) [Reserved]. (e) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to the Controlling Class Representative, the Back-Up Manager and the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Base Indenture, any Series Supplement and any other Transaction Document to which the Trustee is a party. The successor Trustee shall mail a notice of its succession to Noteholders. The retiring Trustee shall promptly transfer all property held by way it as Trustee to the successor Trustee; provided, however, that all sums owing to the retiring Trustee hereunder have been paid. Notwithstanding replacement of Written Procedure initiated by the Trustee pursuant to this Section 10.6 the Issuer’s obligations under Section 10.5 shall continue for the benefit of the retiring Trustee. (bf) Subject to Clause 22.4(f), if the Trustee is Insolvent, the Trustee shall be deemed to resign as Trustee with immediate effect and the Issuer shall within ten (10) Business Days appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (c) A Bondholder (or Bondholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for the purpose of dismissing the Trustee and appointing a new Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointed. (d) If the Bondholders have not appointed a successor Trustee within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (e) The retiring Trustee shall, at its own cost, make available to the successor Trustee such documents and records and provide such assistance as the No successor Trustee may reasonably request for accept its appointment unless at the purposes time of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s resignation or dismissal shall only take effect upon the appointment of a successor Trustee and such acceptance by such successor Trustee of such appointment is qualified and eligible under this Base Indenture and the execution of all necessary documentation Controlling Class Representative has provided its consent with respect to effectively substitute the retiring Trusteesuch appointment. (g) Upon the appointment of a successor, the retiring Trustee shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee the rights, powers and obligation of the Trustee and releasing the retiring Trustee from its further obligations under the Finance Documents. Unless the Issuer and the new Trustee agrees otherwise, the new Trustee shall be entitled to the same fees and the same indemnities as the retiring Trustee.

Replacement of the Trustee. (a) Subject to Clause 22.4(f), the The Trustee may resign at any time with respect to any Series or Tranche of Securities by giving notice so notifying the Issuer not less than 60 days prior to the Issuer and effective date of such resignation. The Holders of a majority in principal amount of the Bondholders, in which case the Bondholders shall appoint a successor Trustee at a Bondholders’ Meeting convened by the retiring Trustee outstanding Securities of any Series or by way of Written Procedure initiated by the retiring Trustee. (b) Subject to Clause 22.4(f), if Tranche may remove the Trustee is Insolvent, with respect to that Series or Tranche by so notifying the Trustee shall be deemed to resign as Trustee with immediate effect and the Issuer shall within ten (10) Business Days appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (c) A Bondholder (or Bondholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for the purpose of dismissing the Trustee and appointing a new Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that shall remove the Trustee be dismissed and a new Trustee appointed.if: (d) If the Bondholders have not appointed a successor Trustee within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii1) the Trustee was dismissed through fails to comply with Section 7.10; (2) the Trustee is adjudged bankrupt or insolvent; (3) a decision receiver or other public officer takes charge of the Trustee or its property; or (4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns, is removed by the BondholdersIssuer or by the Holders of a majority in principal amount of the outstanding Securities of any Series or Tranche or if a vacancy exists in the office of the Trustee for any reason (the Trustee in each such event being referred to herein as the "Retiring Trustee"), the Issuer shall promptly appoint a successor Trustee. A successor Trustee which shall be an independent financial institution deliver a written acceptance of its appointment to the Retiring Trustee and to the Issuer. Thereupon the resignation or other reputable company which regularly acts removal of the Retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of a Trustee under this Indenture. A successor Trustee with respect to any Series or Tranche of Securities shall mail a notice of its succession to the outstanding Securityholders of that Series or Tranche. The Retiring Trustee shall promptly transfer all property held by it as agent under debt issuances. (e) The retiring Trustee shall, at its own cost, make available to the successor Trustee such documents and records and provide such assistance as Trustee, subject to the lien provided for in Section 7.06. If a successor Trustee with respect to any Series or Tranche of Securities does not take office within 60 days after the Retiring Trustee resigns or is removed, the Retiring Trustee or the Holders of 10% in principal amount of the outstanding Securities of that Series or Tranche may reasonably request petition any court of competent jurisdiction for the purposes of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s resignation or dismissal shall only take effect upon the appointment of a successor Trustee. If the Trustee with respect to any Series or Tranche of Securities fails to comply with Section 7.10, any outstanding Securityholder of that Series or Tranche may petition any court of competent jurisdiction for the removal of the Trustee and acceptance by such successor Trustee of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (g) Upon the appointment of a successorsuccessor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section, the retiring Trustee Issuer's obligations under Section 7.06 shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to continue for the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Retiring Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee the rights, powers and obligation of the Trustee and releasing the retiring Trustee from its further obligations under the Finance Documents. Unless the Issuer and the new Trustee agrees otherwise, the new Trustee shall be entitled to the same fees and the same indemnities as the retiring Trustee.

Replacement of the Trustee. (a) Subject to Clause 22.4(f), A resignation or removal of the Trustee may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint appointment of a successor Trustee at a Bondholders’ Meeting convened by shall become effective only upon the retiring Trustee or by way successor Trustee’s acceptance of Written Procedure initiated by the retiring Trusteeappointment as provided in this Section 10.6. (b) The Trustee may, after giving thirty (30) days prior written notice to the Issuers, the Noteholders, the Manager, the Back-Up Manager, the Controlling Class Representative and each Rating Agency for each Series of Notes Outstanding, resign at any time from its office and be discharged from the trust hereby created; provided that no such resignation of the Trustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. Subject to Clause 22.4(f)the appointment of a successor Trustee, the Control Party or the Issuers may remove the Trustee, or any Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, if at any time: (i) the Trustee fails to comply with Section 10.8; (ii) the Trustee becomes incapable of acting; (iii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under the Bankruptcy Code; or (iv) the Trustee fails generally to pay its debts as such debts become due. provided that, if the Trustee is Insolventfails to comply with the terms set forth in Section 10.8 as a result of its failure to satisfy the Trustee Rating Requirement, the Trustee shall be deemed promptly removed following the Issuers receipt of notice of such failure, and a successor Trustee shall be appointed within thirty (30) days of such removal in accordance with the terms hereof (provided that the Trustee subject to resign removal shall remain in its capacity as Trustee until such successor has been appointed, in accordance with immediate effect and the Issuer terms hereof). If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, upon receiving notice the Issuers shall within ten promptly, with the prior written consent of the Control Party, appoint a successor Trustee. Within one (101) Business Days year after the successor Trustee takes office, the Majority of Noteholders of the Controlling Class (with the prior written consent of the Control Party) may appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesto replace the successor Trustee appointed by the Issuers. (c) A Bondholder If a successor Trustee is not appointed and an instrument of acceptance by a successor Trustee is not delivered to the Trustee within thirty (30) days after the retiring Trustee resigns or Bondholders) representing is removed, at least ten (10) per cent. the direction of the Adjusted Nominal Amount mayControl Party, by notice to the Issuer (such notice retiring Trustee, at the expense of the Issuers, may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held petition any court of competent jurisdiction for the purpose appointment of dismissing the Trustee and appointing a new successor Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointed. (d) If the Bondholders have not appointed Trustee after written request by the Manager, the Back-Up Manager or any Noteholder fails to comply with Section 10.8, the Manager, the Back-Up Manager or such Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesTrustee. (e) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to the Back-Up Manager and the Issuers. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Base Indenture, any Series Supplement and any other Transaction Document to which the Trustee is a party. The successor Trustee shall mail a notice of its succession to the Noteholders. The retiring Trustee shall, at its own cost, make available shall promptly transfer all property held by it as Trustee to the successor Trustee; provided that all sums owing to the retiring Trustee such documents and records and provide such assistance as hereunder have been paid. Notwithstanding replacement of the successor Trustee may reasonably request pursuant to this Section 10.6, the Issuers’ obligations under Section 10.5 shall continue for the purposes benefit of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s resignation or dismissal shall only take effect upon the appointment of a successor Trustee and acceptance by such successor Trustee of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (gf) Upon No successor Trustee may accept its appointment unless at the appointment time of a successor, the retiring Trustee shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such acceptance such successor had is qualified and eligible under this Base Indenture and a Rating Agency Notification has been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee the rights, powers and obligation of the Trustee and releasing the retiring Trustee from its further obligations under the Finance Documents. Unless the Issuer provided and the new Trustee agrees otherwiseControl Party has provided its consent with respect to such appointment, the new Trustee which consent shall not be entitled to the same fees and the same indemnities as the retiring Trusteeunreasonably delayed.

Replacement of the Trustee. 71 71 (a) Subject to Clause 22.4(f), A resignation or removal of the Trustee may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint appointment of a successor Trustee at a Bondholders’ Meeting convened by shall become effective only upon the retiring Trustee or by way successor Trustee's acceptance of Written Procedure initiated by the retiring Trusteeappointment as provided in this Section 10.6. (b) Subject The Trustee may, after giving sixty (60) days prior written notice to Clause 22.4(f)ARG, if each Noteholder and each Rating Agency, resign at any time and be discharged from the Trustee is Insolventtrust hereby created by so notifying ARG; provided, however, that no such resignation of the Trustee shall be deemed effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Requisite Investors may remove the Trustee by so notifying the Trustee and ARG. ARG may remove the Trustee if: (i) the Trustee fails to resign as comply with Section 10.8; (ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with immediate effect and respect to the Issuer Trustee under the Bankruptcy Code; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, ARG shall within ten (10) Business Days promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Requisite Investors may appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesto replace the successor Trustee appointed by ARG. (c) A Bondholder (If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or Bondholders) representing is removed, the retiring Trustee, ARG or any Secured Party may petition at least ten (10) per cent. the expense of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held ARG any court of competent jurisdiction for the purpose appointment of dismissing the Trustee and appointing a new successor Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointed. (d) If the Bondholders have not appointed Trustee after written request by any Noteholder who has been a Noteholder for at least six months fails to comply with Section 10.8, such Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesTrustee. (e) The retiring A successor Trustee shall, at shall deliver a written acceptance of its own cost, make available appointment to the successor retiring or removed Trustee such documents and records and provide such assistance as to ARG. Thereupon the successor Trustee may reasonably request for the purposes of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s resignation or dismissal shall only take effect upon the appointment removal of a successor Trustee and acceptance by such successor Trustee of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (g) Upon the appointment of a successor, the retiring Trustee shall be discharged from any further obligation in respect of become effective, and the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders successor Trustee shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee all the rights, powers and obligation duties of the Trustee under this Indenture and releasing any Series Supplement. The successor Trustee shall mail a notice of its succession to Noteholders. The retiring Trustee shall promptly 72 72 transfer all property held by it as Trustee to the successor Trustee; provided, however, that all sums owing to the retiring Trustee from hereunder (and its further agents and counsel) have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, ARG's obligations under Section 10.5 hereof shall continue for the Finance Documents. Unless the Issuer and the new Trustee agrees otherwise, the new Trustee shall be entitled to the same fees and the same indemnities as benefit of the retiring Trustee.

Replacement of the Trustee. (a) Subject to Clause 22.4(f), A resignation or removal of the Trustee may resign by and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 10.6. (b) The Trustee may, after giving not less than thirty (30) days’ prior written notice to the Issuer, the Noteholders, the Control Party, the Manager, the Back-Up Manager, the Controlling Class Representative and each Rating Agency, resign at any time from its office and be discharged from the trust hereby created; provided, however, that no such resignation of the Trustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Control Party (acting at the direction of the Controlling Class Representative) or the Issuer may remove the Trustee by delivering written notice of such removal to the Trustee, or any Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the Bondholdersappointment of a successor Trustee, if at any time: (i) the Trustee fails to comply with Section 10.8; (ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under the Bankruptcy Code; (iii) the Trustee fails generally to pay its debts as such debts become due; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in which case the Bondholders office of the Trustee for any reason, the Issuer shall promptly, with the prior written consent of the Control Party (acting at the direction of the Controlling Class Representative), appoint a successor Trustee. Within one year after the successor Trustee takes office, the Majority of Controlling Class Members (with the prior written consent of the Control Party, acting at the direction of the Controlling Class Representative) may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. (c) If a successor Trustee is not appointed and an instrument of acceptance by a successor Trustee is not delivered to the Trustee within thirty (30) days after the retiring Trustee resigns or is removed, at the direction of the Control Party (acting at the direction of the Controlling Class Representative), the retiring Trustee, at the expense of the Issuer, may petition any court of competent jurisdiction for the appointment of a Bondholders’ Meeting convened by successor Trustee. (d) [Reserved]. (e) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to the Control Party and the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Base Indenture, any Series Supplement and any other Transaction Document to which the Trustee is a party. The successor Trustee shall mail a notice of its succession to Noteholders. The retiring Trustee shall promptly transfer all property held by way it as Trustee to the successor Trustee; provided, however, that all sums owing to the retiring Trustee hereunder have been paid. Notwithstanding replacement of Written Procedure initiated by the Trustee pursuant to this Section 10.6 the Issuer’s obligations under Section 10.5 shall continue for the benefit of the retiring Trustee. (bf) Subject to Clause 22.4(f), if the Trustee is Insolvent, the Trustee shall be deemed to resign as Trustee with immediate effect and the Issuer shall within ten (10) Business Days appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (c) A Bondholder (or Bondholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for the purpose of dismissing the Trustee and appointing a new Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointed. (d) If the Bondholders have not appointed a successor Trustee within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (e) The retiring Trustee shall, at its own cost, make available to the successor Trustee such documents and records and provide such assistance as the No successor Trustee may reasonably request for accept its appointment unless at the purposes time of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s resignation or dismissal shall only take effect upon the appointment of a successor Trustee and such acceptance by such successor Trustee of such appointment is qualified and eligible under this Base Indenture and a Rating Agency Notification has been provided and the execution of all necessary documentation to effectively substitute Control Party (acting at the retiring Trustee. (g) Upon the appointment of a successor, the retiring Trustee shall be discharged from any further obligation in respect direction of the Finance Documents but shall remain entitled Controlling Class Representative) has provided its consent with respect to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Trusteeappointment. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee the rights, powers and obligation of the Trustee and releasing the retiring Trustee from its further obligations under the Finance Documents. Unless the Issuer and the new Trustee agrees otherwise, the new Trustee shall be entitled to the same fees and the same indemnities as the retiring Trustee.

Replacement of the Trustee. (a) Subject to Clause 22.4(f), A resignation or removal of the Trustee may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint appointment of a successor Trustee at a Bondholders’ Meeting convened by shall become effective only upon the retiring Trustee or by way successor Trustee’s acceptance of Written Procedure initiated by the retiring Trusteeappointment as provided in this Section 10.6. (b) Subject The Trustee may, after giving thirty (30) days prior written notice to Clause 22.4(f)the Co-Issuers, if the Trustee is InsolventServicer, the Manager, the Back-Up Manager, the Controlling Class Representative, each Class A-1 Administrative Agent and each Rating Agency, resign at any time from its office and be discharged from the trust hereby created; provided, however, that no such resignation of the Trustee shall be deemed to resign as effective until a successor trustee has assumed the obligations of the Trustee with immediate effect hereunder. The Control Party (at the direction of the Controlling Class Representative) or the Majority Controlling Class may remove the Trustee at any time by so notifying the Trustee and the Issuer Co-Issuers. So long as no Event of Default or Rapid Amortization Event has occurred and is continuing, the Co-Issuers (with the prior written consent of the Control Party) may remove the Trustee at any time. The Co-Issuers (with the prior written consent of the Control Party) shall within ten remove the Trustee if: (10i) Business Days appoint the Trustee fails to comply with Section 10.8; (ii) the Trustee is adjudged a successor bankrupt or an insolvent or an order for relief is entered with respect to the Trustee which shall be an independent financial institution under the Bankruptcy Code; (iii) a custodian or other reputable company which regularly acts as agent under debt issuancespublic officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. (c) A Bondholder (If the Trustee resigns or Bondholders) representing at least ten (10) per cent. is removed or if a vacancy exists in the office of the Adjusted Nominal Amount mayTrustee for any reason, by notice the Co-Issuers shall promptly, with the prior written consent of the Control Party appoint a successor Trustee. Within one year after the successor Trustee takes office, the Majority Controlling Class (with the prior written consent of the Control Party) may appoint a successor Trustee to replace the Issuer (such notice may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received successor Trustee appointed by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for the purpose of dismissing the Trustee and appointing a new Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointedCo-Issuers. (d) If the Bondholders have not appointed a successor Trustee does not take office within ninety sixty (9060) days after (i) the earlier retiring Trustee resigns or is removed, the retiring Trustee, at the expense of the notice Co-Issuers, may petition any court of resignation was given or competent jurisdiction for the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint appointment of a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesTrustee. (e) The retiring If the Trustee shallafter written request by the Servicer or any Noteholder fails to comply with Section 10.8, at its own cost, make available to the successor Trustee Servicer or such documents and records and provide such assistance as the successor Trustee Noteholder may reasonably request petition any court of competent jurisdiction for the purposes removal of performing its functions as the Trustee under and the Finance Documentsappointment of a successor Trustee. (f) The Trustee’s A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to the Servicer and the Co-Issuers. Thereupon the resignation or dismissal shall only take effect upon the appointment removal of a successor Trustee and acceptance by such successor Trustee of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (g) Upon the appointment of a successor, the retiring Trustee shall be discharged from any further obligation in respect of become effective, and the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders successor Trustee shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee all the rights, powers and obligation duties of the Trustee under this Base Indenture, any Series Supplement and releasing any other Related Document to which the Trustee is a party. The successor Trustee shall mail a notice of its succession to Noteholders and each Class A-1 Administrative Agent. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, however, that all sums owing to the retiring Trustee from its further hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, the Co-Issuers’ obligations under Section 10.5 shall continue for the Finance Documents. Unless the Issuer and the new Trustee agrees otherwise, the new Trustee shall be entitled to the same fees and the same indemnities as benefit of the retiring Trustee.

Replacement of the Trustee. (a) Subject to Clause 22.4(f)paragraph (f) below, the Trustee may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint a successor Trustee at a Bondholders’ ' Meeting convened by the retiring Trustee or by way of Written Procedure initiated by the retiring Trustee. (b) Subject to Clause 22.4(f)paragraph (f) below, if the Trustee is Insolvent, the Trustee shall be deemed to resign as Trustee with immediate effect and the Issuer shall within ten (10) Business Days appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent trustee under debt issuances. (c) A Bondholder (or Bondholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ ' Meeting is held for the purpose of dismissing the Trustee and appointing a new Trustee. The Issuer may, at a Bondholders’ ' Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointed. (d) If the Bondholders have not appointed a successor Trustee within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent trustee under debt issuances. (e) The retiring Trustee shall, at its own cost, make available to the successor Trustee such documents and records and provide such assistance as the successor Trustee may reasonably request for the purposes of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s 's resignation or dismissal shall only take effect upon the appointment of a successor Trustee and acceptance by such successor Trustee of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (g) Upon the appointment of a successor, the retiring Trustee shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.421.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee the rights, powers and obligation of the Trustee and releasing the retiring Trustee from its further obligations under the Finance DocumentsDocuments and the Trustee Agreement. Unless the Issuer and the new Trustee agrees otherwise, the new Trustee shall be entitled to the same fees and the same indemnities as the retiring Trustee.

Replacement of the Trustee. (a) Subject to Clause 22.4(f)paragraphs (c) and (d) below, the Trustee may resign as trustee hereunder by giving means of a written notice delivered to the Issuer Grantors and the BondholdersShared Payment and Collateral Agent, at least 90 (ninety) calendar days in which case advance. Subject to paragraph (c) below, the Bondholders shall appoint Trustee may be removed by means of a successor Trustee at a Bondholders’ Meeting convened written notice delivered by the retiring Trustee or by way of Written Procedure initiated by the retiring TrusteeShared Payment and Collateral Agent at least 20 (twenty) calendar days in advance. (b) Subject to Clause 22.4(f), if If the Trustee is Insolventceases to act as trustee under this Agreement due to early termination of its duties in accordance with paragraph (a) above, the Trustee shall will prepare account statements, balances and accounts related to the Assets, which will be deemed to resign as Trustee with immediate effect and delivered on the Issuer shall within ten (10) Business Days appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesdate of effectiveness of such termination. (c) A Bondholder The Shared Payment and Collateral Agent will be entitled to appoint any successor Trustee; provided that, as long as no Event of Default has occurred and continues, the Grantors must give their written consent to any such appointment within 15 (or Bondholdersfifteen) representing at least ten (10) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a person who is a Bondholder on the Business Day immediately calendar days following the day on which date the Grantors have received notice is received of such appointment by the Issuer Shared Payment and shallCollateral Agent, which consent may not be unreasonably withheld and which consent will be deemed given if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for the purpose of dismissing Grantors do not object to such appointment within the Trustee and appointing a new Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointedabove mentioned term. (d) If the Bondholders have not appointed The Trustee will continue acting as trustee in terms of this Agreement until a successor Trustee within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholderstrustee has been appointed, the Issuer shall appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesit has accepted its appointment and it has assumed its position. (e) The retiring Trustee shall, at its own cost, make available to the Any successor Trustee such documents and records and provide such assistance as the successor Trustee may reasonably request for the purposes of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s resignation or dismissal shall only take effect upon the appointment of a successor Trustee and acceptance by such successor Trustee of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (g) Upon the appointment of a successor, the retiring Trustee shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders shall trustee will have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with hereunder and will be deemed the “Trustee” for all purposes of this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee the rights, powers and obligation of the Trustee and releasing the retiring Trustee from its further obligations under the Finance Documents. Unless the Issuer and the new Trustee agrees otherwise, the new Trustee shall be entitled to the same fees and the same indemnities as the retiring TrusteeAgreement.

Replacement of the Trustee. (a) Subject to Clause 22.4(f), A resignation or removal of the Trustee may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint appointment of a successor Trustee at a Bondholders’ Meeting convened by shall become effective only upon the retiring Trustee or by way successor Trustee’s acceptance of Written Procedure initiated by the retiring Trusteeappointment as provided in this Section 10.6. (b) Subject The Trustee may, after giving thirty (30) days prior written notice to Clause 22.4(f)the Co-Issuers, if the Trustee is InsolventControl Party, the Master Servicer, each Insurer, each Noteholder, each Class A-1 Administrative Agent and each Rating Agency, resign at any time from its office and be discharged from the trust hereby created; provided, however, that no such resignation of the Trustee shall be deemed to resign as effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Control Party or the Majority Noteholders (with immediate effect the Control Party’s prior written consent) may remove the Trustee at any time by so notifying the Trustee and the Issuer Co-Issuers. So long as no Event of Default or Rapid Amortization Event has occurred and is continuing, the Co-Issuers (with the Control Party’s prior written consent) may remove the Trustee at any time. The Co-Issuers (with the Control Party’s prior written consent) shall within ten remove the Trustee if: (10i) Business Days the Trustee fails to comply with Section 10.8; (ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under the Bankruptcy Code; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Co-Issuers shall promptly, with the prior written consent of the Control Party appoint a successor Trustee. Within one year after the successor Trustee takes office, the Majority Noteholders (with the Control Party’s prior written consent) may appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesto replace the successor Trustee appointed by the Co-Issuers. (c) A Bondholder If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or Bondholders) representing is removed, the retiring Trustee, at least ten (10) per cent. the expense of the Adjusted Nominal Amount mayCo-Issuers, by notice to the Issuer (such notice may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held petition any court of competent jurisdiction for the purpose appointment of dismissing the Trustee and appointing a new successor Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointed. (d) If the Bondholders have not appointed Trustee after written request by the Control Party or any Noteholder fails to comply with Section 10.8, the Control Party or such Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesTrustee. (e) The retiring Trustee shall, at its own cost, make available As long as no Insurer Default (with respect to the Control Party) shall have occurred and be continuing, the Control Party (so long as it is an Insurer) may at any time require the Co-Issuers to remove the Trustee if (i) the Control Party (so long as it is an Insurer) determines that reasonable cause exists for such removal or (ii) in the opinion of independent counsel of recognized standing (A) any payment of principal, premium, if any, or interest in respect of the Collateral would be subject to withholding or deduction for or on account of taxes, (B) the Trustee would not be entitled to receive a gross-up in respect of such payment and (C) such withholding or deduction could be avoided by appointing a successor Trustee; provided that in the case of clause (ii) above the Co-Issuers shall not be required to remove the Trustee if the Co-Issuers or the Trustee take action which causes the Trustee to avoid such documents withholding or deduction which is reasonably satisfactory to the Control Party (including the appointment of a co-Trustee). The Control Party may exercise its rights under this Section 10.6(e) by giving written notice to the Co-Issuers and records the Trustee, in which case the Co-Issuers shall promptly remove the Trustee and provide such assistance as the appoint a successor Trustee may reasonably request for the purposes of performing its functions as Trustee under the Finance DocumentsTrustee. (f) The Trustee’s A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to the Control Party and the Co-Issuers. Thereupon the resignation or dismissal shall only take effect upon the appointment removal of a successor Trustee and acceptance by such successor Trustee of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (g) Upon the appointment of a successor, the retiring Trustee shall be discharged from any further obligation in respect of become effective, and the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders successor Trustee shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee all the rights, powers and obligation duties of the Trustee under this Base Indenture, any Series Supplement and releasing any other Related Document to which the Trustee is a party. The successor Trustee shall mail a notice of its succession to Noteholders and each Class A-1 Administrative Agent. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, however, that all sums owing to the retiring Trustee from its further hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, the Co-Issuers’ obligations under Section 10.5 shall continue for the Finance Documents. Unless the Issuer and the new Trustee agrees otherwise, the new Trustee shall be entitled to the same fees and the same indemnities as benefit of the retiring Trustee.

Replacement of the Trustee. (a) Subject to Clause 22.4(f), A resignation or removal of the Trustee may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint appointment of a successor Trustee at a Bondholders’ Meeting convened by shall become effective only upon the retiring Trustee or by way successor Trustee’s acceptance of Written Procedure initiated by appointment as provided in this Section 11.7 and the retiring Trusteesatisfaction of the Rating Agency Condition. (b) Subject The Trustee may, after giving sixty (60) days’ prior written notice to Clause 22.4(f)the Issuers, if each Noteholder, any Financial Insurance Provider and each Rating Agency, resign at any time and be discharged from the Trustee is Insolventtrust hereby created by so notifying the Issuers; provided, however, that no such resignation of the Trustee shall be deemed effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Controlling Party may remove the Trustee by so notifying the Trustee, the Issuers and each Rating Agency; provided that if a Financial Insurance Provider is the Controlling Party and it removes the Trustee pursuant to resign this Section 11.7(b) without cause, such Financial Insurance Provider shall bear all costs incurred in connection with the amendment of the notation on the Certificates of Titles for the Box Trucks to reflect the change in Trustee. The Issuers (for so long as Trustee a Financial Insurance Provider is the Controlling Party, with immediate effect the consent of the Controlling Party) shall, and the Issuer Controlling Party may, remove the Trustee upon notice to each Rating Agency if: (i) the Trustee fails to comply with Section 11.6; (ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under the Bankruptcy Code; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Issuers shall within ten (10) Business Days promptly appoint a successor Trustee which shall be be, so long as a Financial Insurance Provider is the Controlling Party, reasonably acceptable to the Controlling Party; provided, however that if an independent financial institution or other reputable company which regularly acts as agent under debt issuancesEvent of Default has occurred and is continuing, only the Controlling Party may designate and appoint any successor Trustee. (c) A Bondholder If a successor Txxxxxx does not take office within thirty (30) days after the retiring Trustee resigns or Bondholders) representing at least ten (10) per cent. is removed, the retiring Trustee, any Issuer or any Secured Party may petition any court of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held competent jurisdiction for the purpose appointment of dismissing the Trustee and appointing a new successor Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointed. (d) If the Bondholders have not appointed a A successor Trustee within ninety (90) days after (i) shall deliver a written acceptance of its appointment to the earlier of retiring or removed Trustee, to the notice of resignation was given or Issuers and to any Financial Insurance Provider. Thereupon the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (e) The retiring Trustee shall, at its own cost, make available to the successor Trustee such documents and records and provide such assistance as the successor Trustee may reasonably request for the purposes removal of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s resignation or dismissal shall only take effect upon the appointment of a successor Trustee and acceptance by such successor Trustee of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (g) Upon the appointment of a successor, the retiring Trustee shall be discharged from any further obligation in respect of become effective, and the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders successor Trustee shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee all the rights, powers and obligation duties of the Trustee under the 2007-1 Base Indenture and releasing the any Series Supplement. The successor Trustee shall mail a notice of its succession to Noteholders. The retiring Trustee from its further shall promptly transfer all property held by it as Trustee to the successor Trustee. Notwithstanding replacement of the Trustee pursuant to this Section 11.7, the Issuers’ obligations under Sections 11.5 and 11.11 shall continue for the Finance Documents. Unless the Issuer and the new Trustee agrees otherwise, the new Trustee shall be entitled to the same fees and the same indemnities as benefit of the retiring Trustee.

Replacement of the Trustee. (a) Subject to Clause 22.4(f), the The Trustee may resign its trust and be discharged from all further duties and liabilities hereunder by giving notice to the Issuer Company at least 90 days’ notice in writing or such shorter notice as the Company may accept as sufficient. The Holders by Resolution shall have power at any time to remove the Trustee and the Bondholders, in which case the Bondholders shall to appoint a successor new Trustee. In the event of the Trustee at resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a Bondholders’ Meeting convened new Trustee unless a new Trustee has already been appointed by the Holders, and failing such appointment by the Company the retiring Trustee or by way of Written Procedure initiated by the retiring Trustee. (b) Subject any Holder may apply to Clause 22.4(f), if the Trustee is Insolvent, the Trustee shall be deemed to resign as Trustee with immediate effect and the Issuer shall within ten (10) Business Days appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (c) A Bondholder (or Bondholders) representing at least ten (10) per cent. Judge of the Adjusted Nominal Amount maySuperior Court of Ontario, by notice to the Issuer (on such notice as such Judge may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shalldirect, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for the purpose of dismissing the Trustee and appointing a new Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointed. (d) If the Bondholders have not appointed a successor Trustee within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (e) The retiring Trustee shall, at its own cost, make available to the successor Trustee such documents and records and provide such assistance as the successor Trustee may reasonably request for the purposes of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s resignation or dismissal shall only take effect upon the appointment of a successor new Trustee but any new Trustee so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Holders. Any new Trustee appointed under any provision of this Section shall be a Company authorized and acceptance by such successor Trustee of such appointment and qualified to carry on the execution of all necessary documentation to effectively substitute the retiring Trustee. (g) Upon the appointment business of a successor, trust company in the retiring Province of Ontario and in every other jurisdiction where such authorization or qualification is necessary to enable it to act as Trustee shall be discharged from hereunder. On any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee the rights, powers and obligation of the Trustee and releasing the retiring Trustee from its further obligations under the Finance Documents. Unless the Issuer and the new Trustee agrees otherwise, appointment the new Trustee shall be entitled vested with the same powers, rights, duties and obligations as if it had been originally named herein as Trustee, without any further assurance, conveyance, act or deed but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of Counsel, be necessary or advisable for the purpose of assuring to the same fees new Trustee a full estate in the premises. In case at any time the name of the Trustee is changed and at such time any of the same indemnities as Debentures have been Authenticated but not delivered, the retiring TrusteeTrustee may adopt the Authentication under its prior name and deliver Debentures so Authenticated; and in case at that time any of the Debentures have not been Authenticated, the Trustee may Authentication such Debentures either in its prior name or in its changed name; and in all such cases such Debentures will have the full force provided in the Debentures and in this Indenture.

Replacement of the Trustee. (a) Subject The Trustee may resign after providing not less than 90 days' notice to Clause 22.4(f)Cleveland-Cliffs and, on or after the date on which a Change of Control has occurred, to the Executives, Key Employees and Directors/Officers. Prior to the date on which a Change of Control has occurred, the Trustee may resign be removed at any time by giving notice Cleveland-Cliffs. On or after such date, such removal shall also require the agreement of a majority of the Executives, Key Employees and Directors/Officers. Prior to the Issuer date on which a Change of Control has occurred, a replacement or successor trustee shall be appointed by Cleveland-Cliffs. On or after such date, such appointment shall also require the agreement of a majority of the Executives, Key Employees and Directors/Officers. No such removal or resignation shall become effective until the Bondholdersacceptance of the trust by a successor trustee designated in accordance with this Section 11. If the Trustee should resign, in which case and within 45 days of the Bondholders notice of such resignation Cleveland-Cliffs and a majority of the Executives, Key Employees and Directors/Officers (if required) shall not have notified the Trustee of an agreement as to a replacement trustee, the Trustee shall appoint a successor Trustee at a Bondholders’ Meeting convened by the retiring Trustee or by way of Written Procedure initiated by the retiring Trustee. (b) Subject to Clause 22.4(f)trustee, if the Trustee is Insolvent, the Trustee shall be deemed to resign as Trustee with immediate effect and the Issuer shall within ten (10) Business Days appoint a successor Trustee which shall be an independent financial institution a bank or other reputable company which regularly acts as agent under debt issuances. (c) A Bondholder (or Bondholders) representing trust company, wherever located, having a capital and surplus of at least ten (10) per cent. of $500,000,000 in the Adjusted Nominal Amount mayaggregate, by notice to the Issuer (such notice may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for the purpose of dismissing or the Trustee and appointing may apply to a new Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way court of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointed. (d) If the Bondholders have not appointed a successor Trustee within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (e) The retiring Trustee shall, at its own cost, make available to the successor Trustee such documents and records and provide such assistance as the successor Trustee may reasonably request competent jurisdiction for the purposes of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s resignation or dismissal shall only take effect upon the appointment of a successor Trustee trustee. The costs and acceptance by such successor Trustee expenses of such appointment application will be charged against the Trust. Notwithstanding the foregoing, a new trustee shall be independent and not subject to control of either Cleveland-Cliffs or the execution Indemnitees. Upon the acceptance of the trust by a successor trustee, the Trustee shall release all necessary documentation of the monies and other property in the Trust to effectively substitute its successor, who shall thereafter for all purposes of this Trust Agreement No. 2 be considered to be the retiring "Trustee." (gb) Upon For purposes of the removal or appointment of a successortrustee under this Section 11, the retiring Trustee if any Executive, Key Employee or Director/Officer shall be discharged from any further obligation in respect of the Finance Documents but deceased or adjudged incompetent, such person's personal representative (including his or her guardian, executor or administrator) shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting participate in such new Trustee the rights, powers and obligation of the Trustee and releasing the retiring Trustee from its further obligations under the Finance Documents. Unless the Issuer and the new Trustee agrees otherwise, the new Trustee shall be entitled to the same fees and the same indemnities as the retiring Trusteeperson's stead.

Replacement of the Trustee. (a) Subject to Clause 22.4(f), A resignation or removal of the Trustee may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint appointment of a successor Trustee at a Bondholders’ Meeting convened by shall become effective only upon the retiring Trustee or by way successor Trustee’s acceptance of Written Procedure initiated by the retiring Trusteeappointment as provided in this Section 10.6. (b) Subject The Trustee may, after giving sixty (60) days’ prior written notice to Clause 22.4(f)CPF and each Noteholder, if resign at any time and be discharged from the Trustee is Insolventtrust hereby created; provided, however, that no such resignation of the Trustee shall be deemed to resign as effective until a successor trustee has assumed the obligations of the Trustee with immediate effect hereunder. The Requisite Investors may remove the Trustee at any time by so notifying the Trustee, CPF and the Issuer Administrator. So long as no Amortization Event has occurred and is continuing with respect to any Series of Outstanding Notes, CPF may remove the Trustee at any time. CPF shall within ten remove the Trustee if: (10i) Business Days the Trustee fails to comply with Section 10.8; (ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under the Bankruptcy Code; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, CPF (or, if an Amortization Event has occurred and is continuing with respect to any Series of Outstanding Notes, the Requisite Investors) shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Requisite Investors may appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesto replace the successor Trustee appointed by CPF. (c) A Bondholder (If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or Bondholders) representing at least ten (10) per centis removed, the retiring Trustee, CPF or any Secured Party may petition any court of competent jurisdiction for the appointment of a successor Trustee. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given At any time after a successor Trustee appointed by a person who is court takes office, the Requisite Investors may appoint a Bondholder on successor Trustee to replace the Business Day immediately following the day on which the notice is received successor Trustee appointed by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held for the purpose of dismissing the Trustee and appointing a new Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointedcourt. (d) If the Bondholders have not appointed Trustee, after written request by any Noteholder, fails to comply with Section 10.8, such Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. At any time after a successor Trustee within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Trustee was dismissed through appointed by a decision by the Bondholderscourt takes office, the Issuer shall Requisite Investors may appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesto replace the successor Trustee appointed by the court. (e) The A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee shall, at its own cost, make available or removed Trustee and to CPF and the successor Trustee such documents and records and provide such assistance as Administrator. Thereupon the successor Trustee may reasonably request for the purposes of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s resignation or dismissal shall only take effect upon the appointment removal of a successor Trustee and acceptance by such successor Trustee of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (g) Upon the appointment of a successor, the retiring Trustee shall be discharged from any further obligation in respect of become effective, and the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders successor Trustee shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee all the rights, powers and obligation duties of the Trustee and releasing under this Indenture. The successor Trustee shall mail a notice of its succession to Noteholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, however, that all sums owing to the retiring Trustee from its further hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, CPF’s obligations under Section 10.5 shall continue for the Finance Documents. Unless the Issuer and the new Trustee agrees otherwise, the new Trustee shall be entitled to the same fees and the same indemnities as benefit of the retiring Trustee.

Replacement of the Trustee. (a) Subject to Clause 22.4(f), A resignation or removal of the Trustee may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint appointment of a successor Trustee at a Bondholders’ Meeting convened by shall become effective only upon the retiring Trustee or by way successor Trustee’s acceptance of Written Procedure initiated by the retiring Trusteeappointment as provided in this Section 10.6. (b) Subject The Trustee may, after giving thirty (30) days prior written notice to Clause 22.4(f)the Co-Issuers, if the Trustee is InsolventServicer, the Manager, the Back-Up Manager, the Controlling Class Representative, each Class A-1 Administrative Agent and each Rating Agency, resign at any time from its office and be discharged from the trust hereby created; provided, however, that no such resignation of the Trustee shall be deemed to resign as effective until a successor trustee has assumed the obligations of the Trustee with immediate effect hereunder. The Control Party (at the direction of the Controlling Class Representative) or the Majority of Noteholders of the Controlling Class may remove the Trustee at any time by so notifying the Trustee and the Issuer Co-Issuers. So long as no Event of Default or Rapid Amortization Event has occurred and is continuing, the Co-Issuers (with the prior written consent of the Control Party) may remove the Trustee at any time. The Co-Issuers (with the prior written consent of the Control Party) shall within ten remove the Trustee if: (10i) Business Days the Trustee fails to comply with Section 10.8: (ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under the Bankruptcy Code; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Co-Issuers shall promptly, with the prior written consent of the Control Party appoint a successor Trustee. Within one year after the successor Trustee takes office, the Majority of Noteholders of the Controlling Class (with the prior written consent of the Control Party) may appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesto replace the successor Trustee appointed by the Co-Issuers. (c) A Bondholder If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or Bondholders) representing is removed, the retiring Trustee, at least ten (10) per cent. the expense of the Adjusted Nominal Amount mayCo- Issuers, by notice to the Issuer (such notice may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held petition any court of competent jurisdiction for the purpose appointment of dismissing the Trustee and appointing a new successor Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointed. (d) If the Bondholders have not appointed Trustee after written request by the Servicer or any Noteholder fails to comply with Section 10.8, the Servicer or such Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesTrustee. (e) The A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee shall, at its own cost, make available or removed Trustee and to the successor Trustee such documents Servicer and records and provide such assistance as the successor Trustee may reasonably request for Co-Issuers. Thereupon the purposes of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s resignation or dismissal shall only take effect upon the appointment removal of a successor Trustee and acceptance by such successor Trustee of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (g) Upon the appointment of a successor, the retiring Trustee shall be discharged from any further obligation in respect of become effective, and the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders successor Trustee shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee all the rights, powers and obligation duties of the Trustee under this Base Indenture, any Series Supplement and releasing any other Related Document to which the Trustee is a party. The successor Trustee shall mail a notice of its succession to Noteholders and each Class A-1 Administrative Agent. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, however, that all sums owing to the retiring Trustee from its further hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, the Co-Issuers’ obligations under Section 10.5 shall continue for the Finance Documents. Unless the Issuer and the new Trustee agrees otherwise, the new Trustee shall be entitled to the same fees and the same indemnities as benefit of the retiring Trustee.

Replacement of the Trustee. (a) Subject to Clause 22.4(f), A resignation or removal of the Trustee may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint appointment of a successor Trustee at a Bondholders’ Meeting convened by shall become effective only upon the retiring Trustee or by way successor Trustee’s acceptance of Written Procedure initiated by the retiring Trusteeappointment as provided in this Section 10.6. (b) Subject The Trustee may, after giving thirty (30) days prior written notice to Clause 22.4(f)the Co-Issuers, if the Trustee is InsolventServicer, the Manager, the Back-Up Manager, the Controlling Class Representative, each Class A-1 Administrative Agent and each Rating Agency, resign at any time from its office and be discharged from the trust hereby created; provided, however, that no such resignation of the Trustee shall be deemed to resign as effective until a successor trustee has assumed the obligations of the Trustee with immediate effect hereunder. The Control Party (at the direction of the Controlling Class Representative) or the Majority of Noteholders of the Controlling Class may remove the Trustee at any time by so notifying the Trustee and the Issuer Co-Issuers. So long as no Event of Default or Rapid Amortization Event has occurred and is continuing, the Co-Issuers (with the prior written consent of the Control Party) may remove the Trustee at any time. The Co-Issuers (with the prior written consent of the Control Party) shall within ten remove the Trustee if: (10i) Business Days the Trustee fails to comply with Section 10.8; (ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under the Bankruptcy Code; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Co-Issuers shall promptly, with the prior written consent of the Control Party appoint a successor Trustee. Within one year after the successor Trustee takes office, the Majority of Noteholders of the Controlling Class (with the prior written consent of the Control Party) may appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesto replace the successor Trustee appointed by the Co-Issuers. (c) A Bondholder If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or Bondholders) representing is removed, the retiring Trustee, at least ten (10) per cent. the expense of the Adjusted Nominal Amount mayCo-Issuers, by notice to the Issuer (such notice may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held petition any court of competent jurisdiction for the purpose appointment of dismissing the Trustee and appointing a new successor Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointed. (d) If the Bondholders have not appointed Trustee after written request by the Servicer or any Noteholder fails to comply with Section 10.8, the Servicer or such Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesTrustee. (e) The A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee shall, at its own cost, make available or removed Trustee and to the successor Trustee such documents Servicer and records and provide such assistance as the successor Trustee may reasonably request for Co-Issuers. Thereupon the purposes of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s resignation or dismissal shall only take effect upon the appointment removal of a successor Trustee and acceptance by such successor Trustee of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (g) Upon the appointment of a successor, the retiring Trustee shall be discharged from any further obligation in respect of become effective, and the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders successor Trustee shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee all the rights, powers and obligation duties of the Trustee under this Base Indenture, any Series Supplement and releasing any other Related Document to which the Trustee is a party. The successor Trustee shall mail a notice of its succession to Noteholders and each Class A-1 Administrative Agent. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, however, that all sums owing to the retiring Trustee from its further hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, the Co-Issuers’ obligations under Section 10.5 shall continue for the Finance Documents. Unless the Issuer and the new Trustee agrees otherwise, the new Trustee shall be entitled to the same fees and the same indemnities as benefit of the retiring Trustee.

Replacement of the Trustee. (a) Subject to Clause 22.4(f), A resignation or removal of the Trustee may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint appointment of a successor Trustee at a Bondholders’ Meeting convened by shall become effective only upon the retiring Trustee or by way successor Trustee’s acceptance of Written Procedure initiated by the retiring Trusteeappointment as provided in this Section 10.06. (b) Subject The Trustee may, after giving thirty (30) days prior written notice to Clause 22.4(f)the Master Issuer, if the Trustee is InsolventNoteholders, the Servicer, the Manager, the Back-Up Manager, the Controlling Class Representative, each Class A-1 Administrative Agent and each Rating Agency for each Series of Notes Outstanding, resign at any time from its office and be discharged from the trust hereby created; provided, however, that no such resignation of the Trustee shall be deemed to resign as effective until a successor trustee has assumed the obligations of the Trustee with immediate effect hereunder. The Control Party or the Master Issuer may remove the Trustee, or any Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, if at any time: (i) the Trustee fails to comply with Section 10.08; (ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under the Bankruptcy Code; (iii) the Trustee fails generally to pay its debts as such debts become due; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Master Issuer shall within ten promptly, with the prior written consent of the Control Party, appoint a successor Trustee. Within one (101) Business Days year after the successor Trustee takes office, the Majority of Controlling Class Members (with the prior written consent of the Control Party) may appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesto replace the successor Trustee appointed by the Master Issuer. (c) A Bondholder If a successor Trustee is not appointed and an instrument of acceptance by a successor Trustee is not delivered to the Trustee within thirty (30) days after the retiring Trustee resigns or Bondholders) representing is removed, at least ten (10) per cent. the direction of the Adjusted Nominal Amount mayControl Party, by notice to the Issuer (such notice retiring Trustee, at the expense of the Master Issuer, may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held petition any court of competent jurisdiction for the purpose appointment of dismissing the Trustee and appointing a new successor Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointed. (d) If the Bondholders have not appointed Trustee after written request by the Servicer or any Noteholder fails to comply with Section 10.08, the Servicer or such Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesTrustee. (e) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to the Servicer and the Master Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Base Indenture, any Series Supplement and any other Related Document to which the Trustee is a party. The successor Trustee shall mail a notice of its succession to the Noteholders and each Class A-1 Administrative Agent. The retiring Trustee shall, at its own cost, make available shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, however, that all sums owing to the retiring Trustee such documents and records and provide such assistance as hereunder have been paid. Notwithstanding replacement of the successor Trustee may reasonably request pursuant to this Section 10.06, the Master Issuer’s obligations under Section 10.05 shall continue for the purposes benefit of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s resignation or dismissal shall only take effect upon the appointment of a successor Trustee and acceptance by such successor Trustee of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (gf) Upon No successor Trustee may accept its appointment unless at the appointment time of a successor, the retiring Trustee shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such acceptance such successor had is qualified and eligible under this Base Indenture and a Rating Agency Notification has been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee the rights, powers and obligation of the Trustee and releasing the retiring Trustee from its further obligations under the Finance Documents. Unless the Issuer provided and the new Trustee agrees otherwise, the new Trustee shall be entitled Control Party has provided its consent with respect to the same fees and the same indemnities as the retiring Trusteesuch appointment.

Replacement of the Trustee. (a) Subject to Clause 22.4(f21.4(f), the Trustee may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint a successor Trustee at a Bondholders’ ' Meeting convened by the retiring Trustee or by way of Written Procedure initiated by the retiring Trustee. (b) Subject to Clause 22.4(f21.4(f), if the Trustee is Insolvent, the Trustee shall be deemed to resign as Trustee with immediate effect and the Issuer shall within ten (10) Business Days appoint a successor Trustee agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (c) A Bondholder (or Bondholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ ' Meeting is held for the purpose of dismissing the Trustee and appointing a new Trustee. The Issuer may, at a Bondholders’ ' Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointed. (d) If the Bondholders have not appointed a successor Trustee within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Trustee Agent which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuances. (e) The retiring Trustee shall, at its own cost, make available to the successor Trustee such documents and records and provide such assistance as the successor Trustee may reasonably request for the purposes of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s 's resignation or dismissal shall only take effect upon the appointment of a successor Trustee and acceptance by such successor Trustee of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (g) Upon the appointment of a successor, the retiring Trustee shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.421.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee the rights, powers and obligation of the Trustee and releasing the retiring Trustee from its further obligations under the Finance Documents. Unless the Issuer Documents and the new Trustee agrees otherwise, the new Trustee shall be entitled to the same fees and the same indemnities as the retiring TrusteeAgreement.

Replacement of the Trustee. (a) Subject to Clause 22.4(f), A resignation or removal of the Trustee may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint appointment of a successor Trustee at a Bondholders’ Meeting convened by shall become effective only upon the retiring Trustee or by way successor Trustee’s acceptance of Written Procedure initiated by the retiring Trusteeappointment as provided in this Section 10.6. (b) Subject The Trustee may, after giving thirty (30) days prior written notice to Clause 22.4(f)the Master Issuer, if the Trustee is InsolventNoteholders, the Servicer, the Manager, the Back-Up Manager, the Controlling Class Representative, each Class A-1 Administrative Agent and each Rating Agency for each Series of Notes Outstanding, resign at any time from its office and be discharged from the trust hereby created; provided, however, that no such resignation of the Trustee shall be deemed to resign as effective until a successor trustee has assumed the obligations of the Trustee with immediate effect hereunder. The Control Party or the Master Issuer may remove the Trustee, or any Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, if at any time: (i) the Trustee fails to comply with Section 10.8; (ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under the Bankruptcy Code; (iii) the Trustee fails generally to pay its debts as such debts become due; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Master Issuer shall within ten promptly, with the prior written consent of the Control Party, appoint a successor Trustee. Within one (101) Business Days year after the successor Trustee takes office, the Majority of Controlling Class Members (with the prior written consent of the Control Party) may appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesto replace the successor Trustee appointed by the Master Issuer. (c) A Bondholder If a successor Trustee is not appointed and an instrument of acceptance by a successor Trustee is not delivered to the Trustee within thirty (30) days after the retiring Trustee resigns or Bondholders) representing is removed, at least ten (10) per cent. the direction of the Adjusted Nominal Amount mayControl Party, by notice to the Issuer (such notice retiring Trustee, at the expense of the Master Issuer, may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held petition any court of competent jurisdiction for the purpose appointment of dismissing the Trustee and appointing a new successor Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointed. (d) If the Bondholders have not appointed Trustee after written request by the Servicer or any Noteholder fails to comply with Section 10.8, the Servicer or such Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesTrustee. (e) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to the Servicer, the Back-Up Manager, and the Master Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Base Indenture, any Series Supplement and any other Related Document to which the Trustee is a party. The successor Trustee shall mail a notice of its succession to the Noteholders and each Class A-1 Administrative Agent. The retiring Trustee shall, at its own cost, make available shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, however, that all sums owing to the retiring Trustee such documents and records and provide such assistance as hereunder have been paid. Notwithstanding replacement of the successor Trustee may reasonably request pursuant to this Section 10.6, the Master Issuer’s obligations under Section 10.5 shall continue for the purposes benefit of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s resignation or dismissal shall only take effect upon the appointment of a successor Trustee and acceptance by such successor Trustee of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (gf) Upon No successor Trustee may accept its appointment unless at the appointment time of a successor, the retiring Trustee shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such acceptance such successor had is qualified and eligible under this Base Indenture and a Rating Agency Notification has been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee the rights, powers and obligation of the Trustee and releasing the retiring Trustee from its further obligations under the Finance Documents. Unless the Issuer provided and the new Trustee agrees otherwise, the new Trustee shall be entitled Control Party has provided its consent with respect to the same fees and the same indemnities as the retiring Trusteesuch appointment.

Replacement of the Trustee. (a) Subject to Clause 22.4(f), A resignation or removal of the Trustee may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint appointment of a successor Trustee at a Bondholders’ Meeting convened by shall become effective only upon the retiring Trustee or by way successor Trustee’s acceptance of Written Procedure initiated by the retiring Trusteeappointment as provided in this Section 10.6. (b) Subject The Trustee may, after giving thirty (30) days prior written notice to Clause 22.4(f)the Co-Issuers, if the Trustee is InsolventControl Party, the Servicer, each Insurer, each Noteholder, each Class A-1 Administrative Agent and each Rating Agency, resign at any time from its office and be discharged from the trust hereby created; provided, however, that no such resignation of the Trustee shall be deemed to resign as effective until a successor trustee has assumed the obligations of the Trustee hereunder. The Control Party or the Majority Noteholders (with immediate effect the Control Party’s prior written consent) may remove the Trustee at any time by so notifying the Trustee and the Issuer Co-Issuers. So long as no Event of Default or Rapid Amortization Event has occurred and is continuing, the Co-Issuers (with the Control Party’s prior written consent) may remove the Trustee at any time. The Co-Issuers (with the Control Party’s prior written consent) shall within ten remove the Trustee if: (10i) Business Days the Trustee fails to comply with Section 10.8; (ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under the Bankruptcy Code; (iii) a custodian or public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Co-Issuers shall promptly, with the prior written consent of the Control Party, appoint a successor Trustee. Within one year after the successor Trustee takes office, the Majority Noteholders (with the Control Party’s prior written consent) may appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesto replace the successor Trustee appointed by the Co-Issuers. (c) A Bondholder If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or Bondholders) representing is removed, the retiring Trustee, at least ten (10) per cent. the expense of the Adjusted Nominal Amount mayCo-Issuers, by notice to the Issuer (such notice may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held petition any court of competent jurisdiction for the purpose appointment of dismissing the Trustee and appointing a new successor Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointed. (d) If the Bondholders have not appointed Trustee after written request by the Control Party or any Noteholder fails to comply with Section 10.8, the Control Party or such Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesTrustee. (e) The retiring As long as no Insurer Default shall have occurred and be continuing, the Control Party (so long as it is an Insurer) may at any time require the Co-Issuers to remove the Trustee shallif (i) the Control Party (so long as it is an Insurer) determines that reasonable cause exists for such removal or (ii) in the opinion of independent counsel of recognized standing (A) any payment of principal, at its own costpremium, make available if any, or interest in respect of the Collateral would be subject to withholding or deduction for or on account of Taxes, (B) the Trustee would not be entitled to receive a gross-up in respect of such payment and (C) such withholding or deduction could be avoided by appointing a successor Trustee; provided that in the case of clause (ii) above the Co-Issuers shall not be required to remove the Trustee if the Co-Issuers or the Trustee take action which causes the Trustee to avoid such withholding or deduction which is reasonably satisfactory to the Control Party (including the appointment of a co-Trustee). The Control Party may exercise its rights under this Section 10.6(e) by giving written notice to the Co-Issuers and the Trustee, in which case the Co-Issuers shall promptly remove the Trustee and appoint a successor Trustee such documents and records and provide such assistance as the successor Trustee may reasonably request for the purposes of performing its functions as Trustee under the Finance DocumentsTrustee. (f) The Trustee’s A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to the Control Party and the Co-Issuers. Thereupon the resignation or dismissal shall only take effect upon the appointment removal of a successor Trustee and acceptance by such successor Trustee of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (g) Upon the appointment of a successor, the retiring Trustee shall be discharged from any further obligation in respect of become effective, and the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders successor Trustee shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such successor had been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee all the rights, powers and obligation duties of the Trustee under this Base Indenture, any Series Supplement and releasing any other Related Document to which the Trustee is a party. The successor Trustee shall mail a notice of its succession to Noteholders and each Class A-1 Administrative Agent. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, however, that all sums owing to the retiring Trustee from its further hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6, the Co-Issuers’ obligations under Section 10.5 shall continue for the Finance Documents. Unless the Issuer and the new Trustee agrees otherwise, the new Trustee shall be entitled to the same fees and the same indemnities as benefit of the retiring Trustee.

Replacement of the Trustee. (a) Subject to Clause 22.4(f), A resignation or removal of the Trustee may resign by giving notice to the Issuer and the Bondholders, in which case the Bondholders shall appoint appointment of a successor Trustee at a Bondholders’ Meeting convened by will become effective only upon the retiring Trustee or by way successor Xxxxxxx’s acceptance of Written Procedure initiated by the retiring Trusteeappointment as provided in this Section 10.6. (b) Subject The Trustee may, after giving not less than thirty (30) days’ prior written notice to Clause 22.4(f)the Issuer, the Noteholders, the Servicer, the Manager, the Back-Up Manager, the Controlling Class Representative, each Class A-1 Administrative Agent and each Rating Agency, resign at any time from its office and be discharged from the trust hereby created; provided that no such resignation of the Trustee will be effective until a successor Trustee has assumed the obligations of the Trustee hereunder. The Control Party (at the direction of the Controlling Class Representative) or the Issuer may remove the Trustee by delivering written notice of such removal to the Trustee, or any Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, if at any time: (i) the Trustee is Insolvent, fails to comply with Section 10.8; (ii) the Trustee shall be deemed becomes subject to resign Proceedings under any Insolvency Law; (iii) the Trustee fails generally to pay its debts as such debts become due; or (iv) the Trustee with immediate effect and becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Issuer shall within ten promptly, with the prior written consent of the Control Party, appoint a successor Trustee. Within one year after the successor Trustee takes office, the Majority of Controlling Class Members (10with the prior written consent of the Control Party) Business Days may appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesto replace the successor Trustee appointed by the Issuer. (c) A Bondholder If a successor Xxxxxxx is not appointed and an instrument of acceptance by a successor Trustee is not delivered to the Trustee within thirty (30) days after the retiring Trustee resigns or Bondholders) representing is removed, at least ten (10) per cent. the direction of the Adjusted Nominal Amount mayControl Party, by notice to the Issuer (such notice retiring Trustee, at the expense of the Issuer, may only be validly given by a person who is a Bondholder on the Business Day immediately following the day on which the notice is received by the Issuer and shall, if given by several Bondholders, be given by them jointly), require that a Bondholders’ Meeting is held petition any court of competent jurisdiction for the purpose appointment of dismissing the Trustee and appointing a new successor Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders that the Trustee be dismissed and a new Trustee appointed. (d) If the Bondholders have Trustee after written request by the Issuer or by the Control Party at the direction of the Controlling Class Representative fails to comply with Section 10.8(b), the Issuer, the Control Party, the Servicer (if not appointed the Control Party) or any Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee within ninety (90) days after (i) the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesTrustee. (e) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Servicer and the Issuer. Thereupon the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all of the rights, powers and duties of the Trustee under this Base Indenture, any Series Supplement and any other Transaction Document to which the Trustee is a party. The successor Trustee shall mail a notice of its succession to the Noteholders and each Class A-1 Administrative Agent. The retiring Trustee shall, at its own cost, make available shall promptly transfer all property held by it as Trustee to the successor Trustee, so long as all sums owing to the retiring Trustee such documents and records and provide such assistance as hereunder have been paid. Notwithstanding replacement of the successor Trustee may reasonably request pursuant to this Section 10.6, the Issuer’s obligations under Section 10.5 will continue for the purposes benefit of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s resignation or dismissal shall only take effect upon the appointment of a successor Trustee and acceptance by such successor Trustee of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (gf) Upon No successor Trustee may accept its appointment unless at the appointment time of a successor, the retiring Trustee shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders shall have the same rights and obligations amongst themselves under the Finance Documents as they would have had if such acceptance such successor had is qualified and eligible under this Base Indenture, a Rating Agency Notification has been the original Trustee. (h) In the event that there is a change of the Trustee in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee the rights, powers and obligation of the Trustee and releasing the retiring Trustee from its further obligations under the Finance Documents. Unless the Issuer provided and the new Trustee agrees otherwise, the new Trustee shall be entitled Control Party has provided its consent with respect to the same fees and the same indemnities as the retiring Trusteesuch appointment.

Replacement of the Trustee. (a) Subject to Clause 22.4(f)the provisions set forth in paragraphs (c) and (d) below, the Trustee may resign by giving terminate its status as trustee under the present Agreement via written notice to the Issuer Trustors and the BondholdersBeneficiary, with at least sixty (60) calendar days’ notice (except in which the case provided in Clause Ten, paragraph (c) of the Bondholders shall appoint a successor present Agreement), including after the occurrence of an event provided in Clause Fourteen (a)(iv), on the understanding that the Trustee may under no circumstances abjure if an execution procedure has begun pursuant to Clause Seven of the present Agreement. Subject to the provisions agreed in paragraph (c) below, the appointment of the Trustee may also be held as having been terminated via notice in writing from the Beneficiary issued at a Bondholders’ Meeting convened by the retiring Trustee or by way of Written Procedure initiated by the retiring Trusteeleast thirty (30) calendar days in advance. (b) Subject to Clause 22.4(f), if Should the Trustee is Insolventcease to act as such under the present Agreement owing to early termination in accordance with paragraph (a) above or after the Termination Date, the Trustee shall prepare account statements and related accounts with respect to the Assets Held in Trust, which must be submitted to the Trustors and the Beneficiary within thirty (30) calendar days of that termination occurring. The Trustors and the Beneficiary shall have thirty (30) calendar days from receipt of the same to examine and object to the aforementioned account statements and account; should the Trustors and the Beneficiary fail to make their comments known to the Trustee during the course of that period, the account statements and accounts shall be deemed to resign as Trustee with immediate effect have been approved by the Trustors and by the Issuer shall within ten (10) Business Days appoint a successor Trustee which shall be an independent financial institution Beneficiary, except in the case of any errors or other reputable company which regularly acts as agent under debt issuancesomissions that are not apparent. (c) A Bondholder The Beneficiary shall have the right to appoint any successor Trustee, on the understanding that so long as there is no Enforcement Event, the Trustors shall have the right to consent in writing to any appointment within fifteen (or Bondholders15) representing at least ten (10) per cent. calendar days of the Adjusted Nominal Amount may, by notice to the Issuer (such notice may only be validly given by a person who is a Bondholder on the Business Day immediately following the day date on which the notice is representative of the Trustors has received by notification of the Issuer appointment, which consent shall not be denied without due cause and shall, if given by several Bondholders, which shall be given by them jointly), require regarded as having been granted should the Trustors not oppose that a Bondholders’ Meeting is held for the purpose of dismissing the Trustee and appointing a new Trustee. The Issuer may, at a Bondholders’ Meeting convened by it or by way of Written Procedure initiated by it, propose to the Bondholders appointment within that the Trustee be dismissed and a new Trustee appointedperiod. (d) If The Trustee must continue acting as such under the Bondholders present Agreement until a replacement trustee has been appointed in accordance with the terms set forth in the present Agreement and the aforementioned replacement trustee has accepted the appointment, and the Assets Held in Trust have not appointed a successor Trustee within ninety (90) days after (i) been legally transferred to the earlier of the notice of resignation was given or the resignation otherwise took place or (ii) the Trustee was dismissed through a decision by the Bondholders, the Issuer shall appoint a successor Trustee which shall be an independent financial institution or other reputable company which regularly acts as agent under debt issuancesreplacement trustee. (e) The retiring Trustee shall, at its own cost, make available to the successor Trustee such documents and records and provide such assistance as the successor Trustee may reasonably request for the purposes of performing its functions as Trustee under the Finance Documents. (f) The Trustee’s resignation or dismissal shall only take effect upon the appointment of a successor Trustee and acceptance by such successor Trustee of such appointment and the execution of all necessary documentation to effectively substitute the retiring Trustee. (g) Upon the appointment of a successor, the retiring Trustee shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of the Finance Documents and remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Trustee. Its successor, the Issuer and each of the Bondholders replacement trustee shall have the same rights and obligations amongst themselves as the Trustee under the Finance Documents as they would have had if such successor had been present Agreement and shall be the original “Trustee. (h) In ” for the event that there is a change purposes of the Trustee provisions set forth in accordance with this Clause 22.4, the Issuer shall execute such documents and take such actions as the new Trustee may reasonably require for the purpose of vesting in such new Trustee the rights, powers and obligation of the Trustee and releasing the retiring Trustee from its further obligations under the Finance Documents. Unless the Issuer and the new Trustee agrees otherwise, the new Trustee shall be entitled to the same fees and the same indemnities as the retiring TrusteeAgreement.