Common use of Resignation and Removal Clause in Contracts

Resignation and Removal. Any Managing Trustee may resign and be discharged from the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this Agreement.

Resignation and Removal. Any Managing Subject to the appointment and acceptance of a successor Security Trustee or Agent (as the case may be) as provided below, each of the Security Trustee and the Agent may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to any remaining Managing the Lenders and the Borrowers, and the Security Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee Agent may be removed only “for cause,” at any time with or without cause by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due Majority Lenders by giving notice thereof to the (a) gross negligence or fraud of Agent, the Managing Security Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of Lenders and the Managing Trustee to meet its obligations as the same come dueBorrowers. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of Upon any such resignation or removal, at which time, if the Majority Lenders shall have the right to appoint a successor Managing Security Trustee or Agent, as the case may be. If no successor Security Trustee or Agent, as the case may be, shall have been so appointed and by the Lenders or, if appointed, shall not have accepted such appointment in a writing to within 30 days after the Beneficiariesretiring Security Trustee’s or Agent’s, as the case may be, giving of notice of resignation or the Majority Lenders’ removal of the retiring Security Trustee or Agent, as the case may be, then upon written notice thereof given by the successor Managing retiring Security Trustee to or Agent, as the resigning Managing Trusteecase may be, may, on behalf of the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If Lenders, appoint a successor Managing Security Trustee or Agent. Upon the acceptance of any appointment as Security Trustee or Agent hereunder by a successor Security Trustee or Agent, such successor Security Trustee or Agent, as the case may be, shall not have been appointed within a thirty (30) day period thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Security Trustee or Agent, as the case may be, and the retiring Security Trustee or Agent shall be discharged from the predecessor Managing Trusteeits duties and obligations hereunder. After any retiring Security Trustee or Agent’s resignation or removalremoval hereunder as Security Trustee or Agent, for any reason whatsoeveras the case may be, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 Clause 31 shall continue in effect for its benefit in respect of this Agreementany actions taken or omitted to be taken by it while it was acting as the Security Trustee or the Agent, as the case may be.

Resignation and Removal. Any Managing Trustee The Warrant Agent may at any time resign and be discharged from the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such Company of such intention on its part, specifying the date on which its desired resignation shall become effective effective; provided, however, that such date shall not be less than 60 days after the date on the day specified in which such notice is given unless the Company otherwise agrees. The Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company or the Required Warrantholders and specifying such removal and the date when it shall become effective, which date shall not be less than 60 days after such notice is given unless the Warrant Agent otherwise agrees. Any removal under this Section shall take effect upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee Company or (c) bankruptcy, insolvency or inability the Required Warrantholders as hereinafter provided of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees Warrant Agent (which shall be pro-rated as (i) a bank or trust company, (ii) organized under the laws of the effective date United States of America or one of the states thereof, (iii) authorized under the laws of the jurisdiction of its organization to exercise corporate trust powers, (iv) having a combined capital and surplus of at least $50,000,000 (as set forth in its most recent reports of condition published pursuant to law or to the requirements of any United States federal or state regulatory or supervisory authority) and (v) having an office in the Borough of Manhattan, The City of New York) and the acceptance of such appointment by such successor Warrant Agent. The obligations of the Company under Section 5.05 shall continue to the extent set forth herein notwithstanding the resignation or removal) and expenses and to reimbursement by the Beneficiaries out removal of the Trust Assets Warrant Agent. The Warrant Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Warrant Agent shall not be responsible for any expenses incurred misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. The Warrant Agent shall not be liable for any action taken, suffered, or omitted to be taken by it in connection with good faith and reasonably believed by it to be authorized or within the transfer discretion or rights or powers conferred upon it by this agreement. In no event shall the Warrant Agent be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Warrant Agent has been advised of the Trust Assets pursuant to likelihood of such loss or damage and in accordance with regardless of the provisions form of this Section 11.2 of this Agreementaction.

Resignation and Removal. Any Managing Trustee (a) Subject to the appointment and acceptance of a successor as provided in this paragraph, Administrative Agent and/or Collateral Agent may resign and be discharged from the Trust hereby created by giving written notice thereof to at any remaining Managing Trustee or Trustees or by giving time upon no less than 90 days prior written notice to the BeneficiariesSecured Parties and Borrower. Such resignation Upon any such resignation, the Required Lenders (other than Subordinated Lender) shall have the right to appoint a successor. If no successor is appointed by such Required Lenders within 30 days after the retiring Administrative Agent and/or Collateral Agent gives notice of its resignation, the Required Senior First Lien Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 60 days after the retiring Administrative Agent and/or Collateral Agent gives notice of its resignation, then the retiring Administrative Agent and/or Collateral Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a national or state chartered bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become effective on vested with all the day specified in such notice or upon rights, powers, privileges and duties of the appointment retiring Administrative Agent and/or Collateral Agent, and the retiring Administrative Agent and/or Collateral Agent shall be discharged from its duties and obligations hereunder as of such Managing Trustee’s successor and the date of such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest its appointment and assumption of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as such, in writing, as Administrative Agent, or Collateral Agent, as the case may be. The fees payable by Borrower to a successor Administrative Agent shall be the same come dueas those payable to its predecessor unless otherwise agreed between Borrower and such successor. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing TrusteeAfter Administrative Agent’s and/or Collateral Agent’s resignation or removalhereunder, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Article X and Section 11.2 11.03 hereof shall continue in effect for the benefit of this Agreementsuch retiring Administrative Agent and/or Collateral Agent, as the case may be, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent and/or Collateral Agent. (b) The Required Lenders shall have the right to remove Administrative Agent, or to direct Administrative Agent to remove Collateral Agent, by written notice to Borrower and Administrative Agent to be effective as to Borrower as and when such notice is actually received by Borrower. If the Required Lenders shall remove Administrative Agent or direct the removal of Collateral Agent, then the Required Lenders shall designate another Lender to perform the obligations and exercise the rights of Administrative Agent or Collateral Agent, as the case may be, hereunder. The successor Administrative Agent or Collateral Agent shall assume such obligations in writing and from and after Borrower’s receipt of a copy of notice of such replacement and receipt of a copy of such assumption the successor Administrative Agent or Collateral Agent shall be the sole Administrative Agent or Collateral Agent, as the case may be, hereunder and the term “Administrative Agent” or “Collateral Agent” shall thereafter refer to such successor. Borrower shall have no approval right with respect to any replacement Administrative Agent or Collateral Agent.

Resignation and Removal. Any Managing Trustee Agent may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to Lenders and Borrower. Each such notice shall set forth the date of such resignation. Majority Lenders or Borrower, with the consent (which shall not be unreasonably withheld) of Majority Lenders (other than Agent to be removed) shall be entitled to remove any remaining Agent. Upon any such resignation or removal, Borrower may, with the written concurrence (which shall not be unreasonably withheld) of Majority Lenders (exclusive of any such resigned or removed Agent), designate a successor Agent. If, within fifteen (15) days after the date of such resignation or removal, Borrower makes no such designation or such written concurrence is not given, Majority Lenders (exclusive of any such resigned or removed Agent) shall, with the consent of Borrower (which consent shall not be unreasonably withheld or delayed), have the right to appoint a successor Agent. A successor must be appointed for any retiring Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such Agent, and such Managing Agent's resignation shall become effective when such successor accepts such appointment. Upon the acceptance of any appointment as a Managing Agent hereunder by a successor Managing Agent and the satisfaction of all obligations on the day specified in such notice or upon the appointment part of such retiring or removed Managing Trustee’s successor Agent necessary to facilitate succession, the retiring or removed Managing Agent, as the case may be, shall be discharged from its duties and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of obligations under this Agreement by and the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come dueother Loan Documents. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its After any Agent's resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trusteehereunder, the resigning Managing Trustee provisions of this Article 7 shall deliver continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under the Trust Assets Loan Documents. Any out-going Agent shall promptly execute all assignments and other documents necessary to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with effectuate the transfer of the Trust Assets pursuant agency in connection with this Agreement and shall promptly deliver all original documents and any collateral in its possession to and in accordance with the provisions of this Section 11.2 of this Agreementsuccessor Agents.

Resignation and Removal. Any Managing ------------------------- Trustee may resign and be discharged from the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the BeneficiariesBeneficiaries holding Beneficial Interests representing an aggregate of at least a majority of the total Beneficial Interests. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s 's successor and such successor’s 's acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for at any time, with or without cause,” , by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removalresignation, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by a representative of the successor Managing Trustee Beneficiaries to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal's resignation, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removalresignation) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this Agreementsection.

Resignation and Removal. Any Managing Subject to the appointment and acceptance of a successor Security Trustee or Agent (as the case may be) as provided below, each of the Security Trustee and the Agent may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to any remaining Managing the Lenders, the Swap Banks and the Borrower, and the Security Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee Agent may be removed only “for cause,” at any time with or without cause by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due Majority Lenders by giving notice thereof to the (a) gross negligence or fraud of Agent, the Managing Security Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcyLenders, insolvency or inability of the Managing Trustee to meet its obligations as Swap Banks and the same come dueBorrower. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of Upon any such resignation or removal, at which time, if the Majority Lenders shall have the right to appoint a successor Managing Security Trustee or Agent, as the case may be. If no successor Security Trustee or Agent, as the case may be, shall have been so appointed and by the Lenders or, if appointed, shall not have accepted such appointment in a writing to within 30 days after the Beneficiariesretiring Security Trustee’s or Agent’s, as the case may be, giving of notice of resignation or the Majority Lenders’ removal of the retiring Security Trustee or Agent, as the case may be, then upon written notice thereof given by the successor Managing retiring Security Trustee to or Agent, as the resigning Managing Trusteecase may be, may, on behalf of the resigning Managing Trustee shall deliver Lenders and the Trust Assets to the successor Managing Trustee. If Swap Banks, appoint a successor Managing Security Trustee or Agent. Upon the acceptance of any appointment as Security Trustee or Agent hereunder by a successor Security Trustee or Agent, such successor Security Trustee or Agent, as the case may be, shall not have been appointed within a thirty (30) day period thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Security Trustee or Agent, as the case may be, and the retiring Security Trustee or Agent shall be discharged from the predecessor Managing Trusteeits duties and obligations hereunder. After any retiring Security Trustee or Agent’s resignation or removalremoval hereunder as Security Trustee or Agent, for any reason whatsoeveras the case may be, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 Clause 31 shall continue in effect for its benefit in respect of this Agreementany actions taken or omitted to be taken by it while it was acting as the Security Trustee or the Agent, as the case may be.

Resignation and Removal. Any Except as otherwise provided in this Section 11.2, until the dissolution of the Trust, the Managing Trustee may shall not take any voluntary step to dissolve itself or to resign and be discharged from as Managing Trustee. The Managing Trustee shall have the Trust hereby created by giving written notice thereof right to any remaining resign voluntarily as Managing Trustee or Trustees or to dissolve itself with the concurrence of the Beneficiaries by giving written notice a Majority Vote; provided, however, that the Managing Trustee may, without the consent of the Beneficiaries, to the Beneficiaries. Such resignation shall become effective on the day specified extent permitted by law, substitute in such notice its stead as Managing Trustee any entity which has, by merger, consolidation or upon the appointment otherwise, acquired substantially all of such Managing Trustee’s successor assets, stock or other evidence of equity interest and such successor’s acceptance of such appointment, whichever is earliercontinued its business. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest upon the Majority Vote of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come dueBeneficiaries. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this Agreement.

Resignation and Removal. Any Managing Trustee Subject to the appointment and acceptance of a successor Security Trustee, Facility Agent or Payment Agent (as the case may be) as provided below, each of the Security Trustee, the Facility Agent and the Payment Agent may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to any remaining Managing Trustee the Lenders and the Borrowers, and the Security Trustee, the Facility Agent or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee Payment Agent may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence any time with or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement without cause by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come dueMajority Lenders. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of Upon any such resignation or removal, at which time, if the Majority Lenders shall have the right to appoint a successor Managing Trustee Security Trustee, Facility Agent or Payment Agent, as the case may be, which shall be a Lender, or a Lender with an Affiliate, which has an office in New York, New York. If no successor Security Trustee, Facility Agent or Payment Agent, as the case may be, shall have been so appointed and by the Lenders or, if appointed, shall not have accepted such appointment in a writing to within 30 days after the Beneficiariesretiring Security Trustee’s, Facility Agent’s, or Payment Agent’s, as the case may be, giving of notice of resignation or the Majority Lenders’ removal of the retiring Security Trustee, Facility Agent or Payment Agent, as the case may be, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing retiring Security Trustee, Facility Agent or Payment Agent, as the resigning Managing Trustee shall deliver case may be, may, on behalf of the Trust Assets to the successor Managing Trustee. If Lenders, appoint a successor Managing Trustee Security Trustee, Facility Agent or Payment Agent, as the case may be, which shall not have been appointed within be a thirty (30) day period Lender, or a Lender with an Affiliate, which has an office in New York, New York. Upon the acceptance of any appointment as Security Trustee, Facility Agent or Payment Agent hereunder by a successor Security Trustee, Facility Agent or Payment Agent, such successor Security Trustee, Facility Agent or Payment Agent, as the case may be, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Security Trustee, Facility Agent or Payment Agent, as the case may be, and the retiring Security Trustee, Facility Agent or Payment Agent shall be discharged from the predecessor Managing its duties and obligations hereunder. After any retiring Security Trustee’s, Facility Agent’s or Payment Agent’s resignation or removalremoval hereunder as Security Trustee, for any reason whatsoeverFacility Agent or Payment Agent, as the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with case may be, the provisions of this Section 11.2 Clause 24 shall continue in effect for its benefit in respect of this Agreementany actions taken or omitted to be taken by it while it was acting as Security Trustee, Facility Agent or Payment Agent, as the case may be.

Resignation and Removal. Any Managing Trustee Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to each Secured Party, the Beneficiaries. Such resignation shall become effective on Borrower and the day specified in such notice or upon Guarantors, and the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee Collateral Agent may be removed only “for cause,” at any time with or without cause by Beneficiaries having an aggregate Beneficial Interest of at least a majority of either the total Beneficial Interests in Required Noteholders or the TrustRequired Banks. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of Upon any such resignation or removal, at which time, if the Required Secured Parties shall have the right to appoint a successor Managing Trustee Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment in a writing to within 30 days after the Beneficiariesretiring Collateral Agent's giving of notice of resignation or the removal of the retiring Collateral Agent, then upon written notice thereof given the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, which shall be a bank with an office in the State of New York or an Affiliate thereof, and which shall agree to accept such appointment. Upon the acceptance of any appointment as Collateral Agent hereunder and under the Collateral Documents by a successor Collateral Agent and the transfer by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets retiring Collateral Agent to the successor Managing TrusteeCollateral Agent of any Collateral and Collateral Documents held by the retiring Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and thereunder. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s After any retiring Collateral Agent's resignation or removalremoval hereunder and thereunder as Collateral Agent, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Agreement (including without limitation this Section 11.2 2) shall continue in effect for its benefit in respect of this Agreementany actions taken or omitted to be taken by it while it was acting as the Collateral Agent.

Resignation and Removal. Any Managing Trustee (a) The Collateral Agent may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to the Representatives and the Company. The Collateral Agent may be removed at any remaining Managing Trustee time by the Multi-Currency Administrative Agent and the Term Loan Administrative Agent, acting jointly, or Trustees or the Required Secured Parties, by giving written notice thereof to the BeneficiariesCollateral Agent and the Company. Such Upon any such resignation or removal, the Multi-Currency Administrative Agent and the Term Loan Administrative Agent, acting jointly, or the Required Secured Parties shall become effective on have the day specified in such notice or upon the appointment of such Managing Trustee’s right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed, and such successor’s acceptance of shall have accepted such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar within 30 days following the effective date notice of resignation or removal, at which timethen the retiring Collateral Agent may, if on behalf of the Secured Parties, appoint a successor Managing Trustee shall have been appointed and have accepted Collateral Agent. In either case, such appointment in a writing shall be subject to the Beneficiariesprior written approval of the Company (which approval may not be unreasonably withheld or delayed and shall not be required upon the occurrence and during the continuance of an Event of Default). (b) Upon the acceptance of any appointment as the Collateral Agent by a successor Collateral Agent, then upon written notice thereof given by such successor Collateral Agent shall succeed to, and become vested with, all the successor Managing Trustee to rights, powers, privileges and duties of the resigning Managing Trusteeretiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement, the resigning Managing Trustee Credit Agreements, the Noteholder Documents and the Collateral Documents. Promptly after any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the retiring Collateral Agent shall deliver the Trust Assets take such action as may be reasonably necessary to assign to the successor Managing TrusteeCollateral Agent its rights as Collateral Agent under the Collateral Documents and to protect and maintain the Liens held by the Collateral Agent for the benefit of the Secured Parties (including delivery of any Collateral in its possession to the successor Collateral Agent). After such resignation, the retiring Collateral Agent shall continue to have the benefit of Section 8 as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement, the Credit Agreements, the Noteholder Documents and the Collateral Documents. (c) If no Person has accepted appointment as a successor Managing Trustee shall not have been appointed Collateral Agent within a thirty (30) day period from 30 days following the predecessor Managing Trustee’s notice of resignation or removal, for any reason whatsoeverthe retiring Collateral Agent’s resignation or removal shall nevertheless thereupon become effective, and the resigning Managing Trustee Multi-Currency Administrative Agent and the Term Loan Administrative Agent, jointly, shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held assume and give written notice perform all of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as duties of the effective date of retiring Collateral Agent hereunder until such time, if any, as the resignation Multi-Currency Administrative Agent and the Term Loan Administrative Agent, jointly, or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets Required Secured Parties shall appoint a successor Collateral Agent as provided for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this Agreementabove.

Resignation and Removal. Any Managing Trustee (a) The Collateral Agent may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to the Creditors and the Borrower and shall, immediately upon giving such notice, be discharged from its duties and obligations under this Agreement and the Transaction Documents. The Collateral Agent may be removed at any remaining Managing Trustee or Trustees or time by the Creditors, acting jointly, by giving written notice thereof to the BeneficiariesCollateral Agent and the Borrower. Such resignation shall become effective on the day specified in Upon any such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal removal, the Creditors acting jointly shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar have accepted such appointment within 30 days following the effective date notice of resignation or removal, at then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld or delayed and shall not be required upon the occurrence and during the continuance of an Event of Default). (b) Upon the acceptance of any such appointment by a successor Collateral Agent, such successor Collateral Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder and under the Transaction Documents. Promptly after the retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the retiring Collateral Agent shall, upon reimbursement of its expenses and receipt of appropriate indemnfications, take such action as may be reasonably necessary to assign to the successor Collateral Agent its rights as Collateral Agent under the Collateral Documents and to protect and maintain the Liens held by the Collateral Agent for the benefit of the Secured Parties (including delivery of any Collateral in its possession to the successor Collateral Agent). After such resignation, the retiring Collateral Agent shall continue to have the benefit of this Section 13 and the remainder of this Agreement and the Transaction Documents any as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement and the Transaction Documents. The Collateral Agent shall not be obligated to pay any fee or expense of any successor Collateral Agent. (c) Prior to any Person accepting its appointment as a successor Collateral Agent, the Controlling Creditor shall assume and perform all of the duties of the retiring Collateral Agent hereunder until such time, if any, as a successor Managing Trustee Collateral Agent shall have been appointed become the Collateral Agent hereunder. (d) Any Person (i) into which the Collateral Agent may be merged or consolidated or (ii) which may result from any merger, conversion, or consolidation to which the Collateral Agent shall be a party, which corporation, if requested by any Creditor, executes an agreement of assumption to perform every obligation of the Collateral Agent under this Agreement and have accepted such appointment in a writing to the BeneficiariesTransaction Documents, then upon written notice thereof given by shall be the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to Collateral Agent hereunder without the execution or filing of any instrument or any further act on the part of any of the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this Agreement.

Resignation and Removal. Any Managing Liquidating Trustee may resign and be discharged from the Liquidating Trust hereby created by giving written notice thereof to any remaining Managing Liquidating Trustee or Liquidating Trustees or by giving written notice to the BeneficiariesBeneficiaries holding Liquidating Trust Units representing an aggregate of at least a majority of the total Beneficial Interests in all of the Liquidating Trust accounts and the Grantor. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Liquidating Trustee’s 's successor and such successor’s 's acceptance of such appointment, whichever is earlier. Any Managing Liquidating Trustee may be removed only “for at any time, with or without cause,” , by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Liquidating Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Liquidating Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Liquidating Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removalresignation, at which time, if a successor Managing Liquidating Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by a representative of the successor Managing Trustee Beneficiaries to the resigning Managing Liquidating Trustee, the resigning Managing Liquidating Trustee shall deliver the Liquidating Trust Assets to the successor Managing Liquidating Trustee. If a successor Managing Liquidating Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Liquidating Trustee’s resignation or removalresignation, for any reason whatsoever, the resigning Managing Liquidating Trustee shall deliver the Liquidating Trust Assets to a court of competent jurisdiction in the county in which the Liquidating Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Liquidating Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removalresignation) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Liquidating Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this Agreementsection.

Resignation and Removal. Any Managing Subject to the appointment and acceptance of a successor Security Trustee or Agent (as the case may be) as provided below, each of the Security Trustee and the Agent may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to any remaining Managing the Lenders, the Swap Banks and the Borrower, and the Security Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee Agent may be removed only “for cause,” at any time with or without cause by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due Majority Lenders by giving notice thereof to the (a) gross negligence or fraud of Agent, the Managing Security Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcyLenders, insolvency or inability of the Managing Trustee to meet its obligations as Swap Banks and the same come dueBorrower. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of Upon any such resignation or removal, at which time, if the Majority Lenders shall have the right to appoint a successor Managing Security Trustee or Agent, as the case may be. If no successor Security Trustee or Agent, as the case may be, shall have been so appointed and by the Lenders or, if appointed, shall not have accepted such appointment in a writing to within 30 days after the Beneficiariesretiring Security Trustee’s or Agent’s, as the case may be, giving of notice of resignation or the Majority Xxxxxxx’ removal of the retiring Security Trustee or Agent, as the case may be, then upon written notice thereof given by the successor Managing retiring Security Trustee to or Agent, as the resigning Managing Trusteecase may be, may, on behalf of the resigning Managing Trustee shall deliver Lenders and the Trust Assets to the successor Managing Trustee. If Swap Banks, appoint a successor Managing Security Trustee or Agent. Upon the acceptance of any appointment as Security Trustee or Agent hereunder by a successor Security Trustee or Agent, such successor Security Trustee or Agent, as the case may be, shall not have been appointed within a thirty (30) day period thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Security Trustee or Agent, as the case may be, and the retiring Security Trustee or Agent shall be discharged from the predecessor Managing Trusteeits duties and obligations hereunder. After any retiring Security Trustee or Agent’s resignation or removalremoval hereunder as Security Trustee or Agent, for any reason whatsoeveras the case may be, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 Clause 31 shall continue in effect for its benefit in respect of this Agreementany actions taken or omitted to be taken by it while it was acting as the Security Trustee or the Agent, as the case may be.

Resignation and Removal. Any Managing Trustee The Calculation Agent may at any time resign and be discharged from the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or as Calculation Agent by giving written notice to the BeneficiariesIssuer of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall never be earlier than 30 days after the receipt of such notice by the Issuer, unless the Issuer otherwise agrees in writing. The Calculation Agent may be removed at any time by the filing with it of any instrument in writing signed on behalf of the Issuer and specifying such removal and the date when it is intended to become effective. Such resignation or removal shall become effective take effect upon the date of the appointment by the Issuer, as hereinafter provided, of a successor Calculation Agent. If within 30 days after notice of resignation or removal has been given, a successor Calculation Agent has not been appointed, the Calculation Agent may, on behalf of and at the day specified in such expense of the Issuer, with prior notice to the Issuer, appoint its own successor or upon the resigning Calculation Agent or the Issuer may petition any court of competent jurisdiction for the appointment of such Managing a successor Calculation Agent. If at any time the Calculation Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Calculation Agent shall be taken under the control of any State or Federal court or administrative body because of bankruptcy or insolvency or for any other reason, then a successor Calculation Agent shall as soon as practicable be appointed by the Issuer by an instrument in writing filed with the predecessor Calculation Agent, the successor Calculation Agent and the Trustee’s . Upon the appointment of a successor Calculation Agent and such successor’s acceptance by it of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder Calculation Agent so succeeded shall cease and terminate on the effective date of to be such Calculation Agent hereunder. Upon its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee Calculation Agent shall be entitled to the payment by the Issuer of its compensation, if any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses is owed to it, for services rendered hereunder and to the reimbursement by the Beneficiaries out of the Trust Assets for any all reasonable out-of-pocket expenses (including properly incurred counsel fees and expenses) incurred in connection with the services rendered by it hereunder and to the payment of all other amounts owed to it hereunder. Any successor Calculation Agent appointed hereunder shall execute and deliver to its predecessor, the Issuer and the Trustee an instrument accepting such appointment hereunder, and thereupon such successor Calculation Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as such Calculation Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obliged to transfer and deliver, and such successor Calculation Agent shall be entitled to receive, copies of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this Agreementany relevant records maintained by such predecessor Calculation Agent.

Resignation and Removal. Any Managing (a) The Security Trustee may resign and be discharged from the Trust hereby created hereunder at any time, without cause, by giving written notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following days' notice of such resignation to the Obligor and each Beneficiary, such resignation to be effective on the date of specified in the notice; provided, however that such resignation or removal, at which time, if shall not be effective until a successor Managing Security Trustee shall have been appointed pursuant to the provisions below. In addition, the Security Trustee may be removed at any time without cause by an instrument or concurrent instruments signed by the Required Beneficiaries, or by their attorneys-in-fact thereunto duly authorized, and delivered to each Beneficiary. In case of the resignation or removal of the Security Trustee, or if the Security Trustee shall otherwise become incapable of acting or shall be taken under the control of any public officer or officers or of a receiver appointed by a court, then a successor or successors may be appointed by the Required Beneficiaries; provided that, so long as no Default shall have accepted occurred and be continuing, such successor or successors shall be reasonably acceptable to the Obligor. If such Required Beneficiaries shall fail to make such appointment in a writing prior to the Beneficiariesdate such resignation, removal or other incapacity is effective, then upon written notice thereof given by the successor Managing Security Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to registered Beneficiary may request a court of competent jurisdiction in to appoint such successor to act until such time, if any, as a successor shall have been appointed as provided above. Any successor Security Trustee so appointed by such court shall immediately and without further act be superseded by a successor Security Trustee appointed as above provided. (b) Upon the county in acceptance of any appointment as Security Trustee under this Security Trustee Agreement by a successor Security Trustee, such successor Security Trustee shall become vested with all the rights, remedies, duties, obligations and powers of such predecessor with like effect as if originally named herein as Security Trustee. (c) Any successor to the Security Trustee, however constituted, shall be a bank or trust company organized and existing under the laws of the United States of America or any state thereof or organized and having capital funds as of the date of appointment of such successor (as shown by its most recent financial statements distributed to its shareholders) aggregating at least US$500,000,000, if there shall be such a bank or trust company willing and legally qualified to accept and perform the trusts hereunder and the duties mentioned herein upon reasonable or customary terms. (d) Any Person into which the Trust Assets are there being held and give written Security Trustee may be merged or with which it may be consolidated, any corporation resulting from any merger or consolidation or conversion to which the Security Trustee shall be a party or any corporation to which all or substantially all of the corporate trust business of the Security Trustee may be transferred (whether by operation of Law or otherwise), shall be the successor to the Security Trustee under this Security Trustee Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, however, that notice of the same is given to each Beneficiary, and that any such Person meets the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred requirements set forth in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this Agreement4(c).

Resignation and Removal. Any Managing Trustee may resign and be discharged from the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority two thirds (2/3) of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this Agreement.

Resignation and Removal. Any Managing Trustee Subject to the appointment and acceptance of a successor Collateral Agent, Custodial Agent or Securities Intermediary as provided below, (a) the Collateral Agent, the Custodial Agent and the Securities Intermediary may resign and be discharged from the Trust hereby created at any time by giving written 45 days' prior notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on Company and the day specified in such notice or upon Purchase Contract Agent as attorney-in-fact for the appointment Holders of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing TrusteeSecurities, (b) willful misconduct or willful breach of this Agreement the Collateral Agent, the Custodial Agent and the Securities Intermediary may be removed at any time by the Managing Trustee or Company and (c) bankruptcyif the Collateral Agent, insolvency the Custodial Agent or inability of the Managing Trustee Securities Intermediary fails to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date perform any of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets material obligations hereunder in any material respect for a period of thirty not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent, the Custodial Agent or the Securities Intermediary may be removed by the Purchase Contract Agent. Any resignation or removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary shall become effective only upon acceptance of appointment by its successor. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to clause (30c) calendar days following the effective date of above. Upon any such resignation or removal, at which time, if the Company shall have the right and shall exercise commercially reasonable efforts to appoint a successor Managing Trustee Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be. If no successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall have been so appointed and shall have accepted such appointment in a writing to within 45 days after the Beneficiariesretiring Collateral Agent's, Custodial Agent's or Securities Intermediary's giving of notice of resignation or such removal, then upon written notice thereof given by the successor Managing Trustee to retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the resigning Managing Trusteecase may be, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for may petition any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in for the county in which appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the Trust Assets are there being held and give written notice case may be. Each of the same Collateral Agent, the Custodial Agent and the Securities Intermediary shall be a bank which has an office in New York, New York with a combined capital and surplus of at least $75,000,000. Upon the acceptance of any appointment as Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, hereunder by a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, such successor shall thereupon assume, succeed to and become vested with all the parties heretorights, powers, privileges and duties of the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, and the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case maybe, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor. The resigning Managing Trustee shall retiring Collateral Agent, Custodial Agent or Securities Intermediary shall, upon such succession, be entitled to payment of discharged from its duties and obligations as Collateral Agent, Custodial Agent or Securities Intermediary hereunder. After any unpaid fees (which shall be pro-rated retiring Collateral Agent's, Custodial Agent's or Securities Intermediary's resignation hereunder as of the effective date of the resignation Collateral Agent, Custodial Agent or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with Securities Intermediary, the provisions of this Section 11.2 Article 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, Custodial Agent or Securities Intermediary. Any resignation or removal of the Collateral Agent hereunder shall be deemed for all purposes of this AgreementAgreement as the simultaneous resignation or removal of the Custodial Agent and the Securities Intermediary. The Company shall give the Purchase Contract Agent prompt notice of the appointment of any successor to the Collateral Agent, the Custodial Agent or the Securities Intermediary.

Resignation and Removal. Any Managing Trustee The Escrow Bank may resign and be discharged from the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in District, and upon receipt of such notice or upon the appointment District shall promptly appoint a successor Escrow Bank. If the District does not appoint a successor Escrow Bank within thirty days of receipt of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trusteenotice, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to Escrow Bank may petition a court of competent jurisdiction for the appointment of a successor Escrow Bank, which court may thereupon, upon such notice as it shall deem proper, appoint a successor Escrow Bank. Upon acceptance of appointment by a successor Escrow Bank, the resigning Escrow Bank shall transfer all moneys held by it in the county in which Escrow Fund to such successor Escrow Bank and be discharged of any further obligation or responsibility hereunder. The District may remove the Trust Assets are there being held and give Escrow Bank upon thirty (30) days’ prior notice, by giving written notice of the same such removal to the parties heretoEscrow Bank, and thereupon shall appoint a successor Escrow Bank by an instrument in writing. The resigning Managing Trustee Upon acceptance of appointment by a successor Escrow Bank, the removed Escrow Bank shall transfer all moneys held by it in the Escrow Fund to such successor Escrow Bank and be discharged of any further obligation or responsibility hereunder. Any successor Escrow Bank appointed under the provisions hereof shall be entitled a trust company or bank having trust powers, having a corporate trust office in California, having a combined capital and surplus of at least $50,000,000, and subject to payment supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any unpaid fees (which supervising or examining authority above referred to, then for the purpose of this paragraph the combined capital and surplus of such bank or trust company shall be pro-rated deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Any bank, corporation or association into which the Escrow Bank may be merged or converted or with which it may be consolidated, or any bank, corporation or association resulting from any merger, conversion or consolidation to which the Escrow Bank shall be a party, or any bank, corporation or association succeeding to all or substantially all of the effective date corporate trust business of the resignation or removal) and expenses and to reimbursement by Escrow Bank shall be the Beneficiaries out successor of the Trust Assets for Escrow Bank hereunder without the execution or filing of any expenses incurred in connection paper with any parties hereto or any further act on the transfer part of any of the Trust Assets pursuant parties hereto except on the part of any of the parties hereto where an instrument or transfer or assignment is required by law to and in accordance with effect such succession, anything herein to the provisions of this Section 11.2 of this Agreementcontrary notwithstanding.

Resignation and Removal. Any Managing Trustee The Calculation Agent may at any time resign and be discharged from the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or as Calculation Agent by giving written notice to the BeneficiariesCompany of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall not be earlier than 30 days after the receipt of such notice by the Company, unless the Company otherwise agrees in writing. The Calculation Agent may be removed at any time by either the Company or the Required Holders by the filing with it of any instrument in writing signed on behalf of the Company or the Required Holders, as applicable, and specifying such removal and the date when it is intended to become effective. Such resignation or removal shall become effective on the day specified in such notice or take effect upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority earlier of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud date of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement appointment by the Managing Trustee or (c) bankruptcyCompany and the Required Holders, insolvency or inability as hereinafter provided, of a successor Calculation Agent or, if applicable, the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its effectiveness set forth in any such resignation notice. If within 30 days after notice of resignation or removal and its sole responsibility thereafter has been given, a successor Calculation Agent has not been appointed, the Calculation Agent or Required Holders may (but shall not be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removalrequired to), at which timethe expense of the Company, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to petition a court of competent jurisdiction in to appoint a successor Calculation Agent. If at any time the county in which Calculation Agent shall resign or be removed, or be dissolved, or if the Trust Assets are there being held and give written notice property or affairs of the same to Calculation Agent shall be taken under the parties heretocontrol of any state or federal court or administrative body because of bankruptcy or insolvency or for any other reason, then a successor Calculation Agent shall as soon as practicable be appointed by the Company, with the consent of the Required Holders, by an instrument in writing filed with the predecessor Calculation Agent, the successor Calculation Agent and the Trustee. The resigning Managing Trustee Upon its resignation or removal, the Calculation Agent shall be entitled to the payment by the Company of its compensation, if any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses is owed to it, for services rendered hereunder and to the reimbursement by the Beneficiaries out of the Trust Assets for any all reasonable and documented out-of-pocket expenses (including reasonable counsel fees) incurred in connection with the transfer services rendered by it hereunder and to the payment of the Trust Assets pursuant all other amounts owed to and in accordance with the provisions of this Section 11.2 of this Agreementit hereunder.

Resignation and Removal. Any Managing Trustee (i) The Collateral Agent may resign and be discharged from the Trust hereby created by giving at any time give written notice thereof of its resignation to the Lender and the Administrative Borrower. Upon receipt of any remaining Managing Trustee or Trustees such notice of resignation, the Lender shall have the right to appoint a successor Collateral Agent selected by the Lender in its sole discretion. If no such successor shall have been so appointed by the Lender and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent gives notice of its resignation, or by giving such earlier date as agreed by the Lender (the “Agent Resignation Date”), then the retiring Collateral Agent may, but shall not be obligated to, on behalf of the Lender, appoint a successor Collateral Agent meeting the qualifications set forth above; provided that no successor Collateral Agent shall be an Affiliate of the Lender or a Disqualified Institution. Regardless of whether a qualifying Person has accepted such appointment, such resignation shall nonetheless become effective in accordance with such notice on the Agent Resignation Date. (ii) The Collateral Agent may be removed as Collateral Agent at any time, with or without cause, by the Lender upon thirty (30) days’ prior written notice to the BeneficiariesCollateral Agent (the “Agent Removal Date”). Such resignation Upon any such removal, the Lender shall become effective on have the day specified in such notice or upon the appointment of such Managing Trustee’s right to appoint a successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement Collateral Agent selected by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and Lender in its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a discretion. If no such successor Managing Trustee shall have been so appointed by the Lender and shall have accepted such appointment on the Agent Removal Date, such removal shall nonetheless become effective in accordance with such notice on the Agent Removal Date. (iii) With effect from the Agent Resignation Date or the Agent Removal Date, as applicable (i) the retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lender under any of the Loan Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security until such time as a writing successor Collateral Agent is appointed) and (ii) except for any indemnity payments owing to the Beneficiariesretiring or removed Collateral Agent, then upon written notice thereof given all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by the Lender directly, until such time, if any, as the Lender appoints a successor Managing Trustee Collateral Agent as provided for above in this Section 3.02(g). Upon the acceptance of a successor’s appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Collateral Agent (except with respect to indemnity payments owed to the resigning Managing Trusteeretiring or removed Collateral Agent), and the resigning Managing Trustee retiring or removed Collateral Agent shall deliver be discharged from all of its duties and obligations hereunder or under the Trust Assets other Loan Documents. The fees payable by the Borrowers to the successor Managing Trustee. If a successor Managing Trustee Collateral Agent shall not have been appointed within a thirty (30) day period from be the same as those payable to its predecessor Managing Trusteeunless otherwise agreed between the Borrowers and such successor. After the retiring or removed Agent’s resignation or removalremoval hereunder and under the other Loan Documents, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 3.02(g) and 3.02(f) and 10.03 shall continue in effect for the benefit of this Agreementsuch retiring or removed Collateral Agent and its respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Collateral Agent was acting as Collateral Agent hereunder.

Resignation and Removal. Any Managing Trustee (a) The Collateral Agent may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to the Lenders and the Borrower. The Collateral Agent may be removed at any remaining Managing Trustee time by the Administrative Agents, acting jointly, or Trustees or the Requisite Lenders by giving written notice thereof to the BeneficiariesCollateral Agent and the Borrower. Such Upon any such resignation or removal, the Administrative Agents, acting jointly, or the Requisite Lenders shall become effective on have the day specified in such notice or upon the appointment of such Managing Trustee’s right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed, and such successor’s acceptance of shall have accepted such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar within 30 days following the effective date notice of resignation or removal, at which timethen the retiring Collateral Agent may, if on behalf of the Secured Parties, appoint a successor Managing Trustee shall have been appointed and have accepted Collateral Agent. In either case, such appointment in a writing shall be subject to the Beneficiariesprior written approval of the Borrower (which approval may not be unreasonably withheld or delayed and shall not be required upon the occurrence and during the continuance of an Event of Default). (b) Upon the acceptance of any appointment as the Collateral Agent by a successor Collateral Agent, then upon written notice thereof given by such successor Collateral Agent shall succeed to, and become vested with, all the successor Managing Trustee to rights, powers, privileges and duties of the resigning Managing Trusteeretiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement, the resigning Managing Trustee Credit Agreement and the Collateral Documents. Promptly after any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the retiring Collateral Agent shall deliver the Trust Assets take such action as may be reasonably necessary to assign to the successor Managing TrusteeCollateral Agent its rights as Collateral Agent under the Collateral Documents and to protect and maintain the Liens held by the Collateral Agent for the benefit of the Secured Parties (including delivery of any Collateral in its possession to the successor Collateral Agent). After such resignation, the retiring Collateral Agent shall continue to have the benefit of Section 8 as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement, the Credit Agreement and the Collateral Documents. (c) If no Person has accepted appointment as a successor Managing Trustee shall not have been appointed Collateral Agent within a thirty (30) day period from 30 days following the predecessor Managing Trustee’s notice of resignation or removal, for any reason whatsoeverthe retiring Collateral Agent's resignation or removal shall nevertheless thereupon become effective, and the resigning Managing Trustee Administrative Agents, jointly, shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held assume and give written notice perform all of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as duties of the effective date of retiring Collateral Agent hereunder until such time, if any, as the resignation Administrative Agents or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets Requisite Lenders shall appoint a successor Collateral Agent as provided for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this Agreementabove.

Resignation and Removal. Any Managing Trustee The Calculation Agent may at any time resign and be discharged from the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or as Calculation Agent by giving written notice to the BeneficiariesCompany of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall never be earlier than 30 days after the receipt of such notice by the Company, unless the Company otherwise agrees in writing. The Calculation Agent may be removed at any time by the filing with it of any instrument in writing signed on behalf of the Company and specifying such removal and the date when it is intended to become effective. Such resignation or removal shall become effective take effect upon the date of the appointment by the Company, as hereinafter provided, of a successor Calculation Agent. If within 30 days after notice of resignation or removal has been given, a successor Calculation Agent has not been appointed, the Calculation Agent may, on behalf of and at the day specified in such expense of the Company, with prior notice to the Company, appoint its own successor or upon the resigning Calculation Agent or the Company may petition any court of competent jurisdiction for the appointment of such Managing Trustee’s a successor Calculation Agent. If at any time the Calculation Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Calculation Agent shall be taken under the control of any State or federal court or administrative body because of bankruptcy or insolvency or for any other reason, then a successor Calculation Agent shall as soon as practicable be appointed by the Company by an instrument in writing filed with the predecessor Calculation Agent, the successor Calculation Agent and such successor’s the Fiscal Agent. Upon the appointment of a successor Calculation Agent and acceptance by it of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder Calculation Agent so succeeded shall cease and terminate on the effective date of to be such Calculation Agent hereunder. Upon its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee Calculation Agent shall be entitled to the payment by the Company of its compensation, if any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses is owed to it, for services rendered hereunder and to the reimbursement by the Beneficiaries out of the Trust Assets for any all reasonable out-of-pocket expenses (including properly incurred counsel fees and expenses) incurred in connection with the services rendered by it hereunder and to the payment of all other amounts owed to it hereunder. Any successor Calculation Agent appointed hereunder shall execute and deliver to its predecessor, the Company and the Fiscal Agent an instrument accepting such appointment hereunder, and thereupon such successor Calculation Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as such Calculation Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obliged to transfer and deliver, and such successor Calculation Agent shall be entitled to receive, copies of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this Agreementany relevant records maintained by such predecessor Calculation Agent.

Resignation and Removal. Any Managing Trustee The Agent may (i) resign and be discharged from the Trust hereby created at any time by giving sixty (60) days' prior written notice thereof to any remaining Managing Trustee the Lenders and the Borrower, or Trustees (ii) be removed for willful misconduct or gross negligence by giving written notice from the Requisite Lenders and with the consent of the Borrower. Upon any such resignation or removal, the Requisite Lenders shall have the right to the Beneficiariesappoint a successor Agent. Such resignation Unless a Default or Event of Default shall become effective on the day specified in such notice or upon the have occurred and be continuing, appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may Agent shall be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority subject to the reasonable approval of the total Beneficial Interests in the TrustBorrower. Removal “for cause” If no successor Agent shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement have been so appointed by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder Requisite Lenders and shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of have accepted such appointment within thirty (30) calendar days following after (x) the effective date giving of notice of resignation by the retiring Agent, (y) the giving of a notice of removal by the Requisite Lenders with the consent of the Borrower, or removal, at which time, if the Borrower has disapproved or failed to approve a successor Managing Trustee shall have been appointed and have accepted agent within such appointment in a writing to the Beneficiariesperiod, then upon written notice thereof given by the successor Managing Trustee to retiring or removed Agent may, on behalf of the resigning Managing TrusteeLenders, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If appoint a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removalAgent, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated a financial institution which satisfies the definition of Eligible Assignee. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the effective date retiring or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations as Agent hereunder. Such successor Agent shall issue replacement Letters of Credit and any outstanding Letters of Credit issued by the retiring or removed Agent shall be canceled and returned to it. Such successor Agent shall also replace the retiring or removed Agent in its capacity as Swingline Lender. After any retiring Agent's resignation or any removal of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with Agent, the provisions of this Section 11.2 Agreement and the other Loan Documents shall continue in effect for its benefit in respect of this Agreementany actions taken or omitted to be taken by it while it was acting as Agent.

Resignation and Removal. Any Managing Trustee of the Trustees may resign their trust (without need for prior or subsequent accounting) by an instrument in writing signed by such Trustee and be discharged from delivered or mailed to the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or by giving written notice the Chair, if any, the Chief Executive Officer or the Secretary and such resignation shall be effective upon such delivery, or at a later date according to the Beneficiaries. Such resignation shall become effective on terms of the day specified in such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlierinstrument. Any Managing Trustee of the Trustees may be removed (provided the aggregate number of Trustees after such removal shall not be less than the minimum number required by Section 2.1 hereof) for cause only, and not without cause, and only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least action taken by a majority of the total Beneficial Interests remaining Trustees (or, in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud case of the Managing Trusteeremoval of a Trustee that is not an Interested Person, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability a majority of the Managing Trustee to meet its obligations as the same come due. All obligations remaining Trustees that are not Interested Persons), followed by a vote of the Managing Trustee hereunder shall cease and terminate on holders of at least fifty-one percent (51%) of the effective date Shares then entitled to vote in an election of its such Trustees. Upon the resignation or removal of a Trustee, each such resigning or removed Trustee shall execute and its sole responsibility thereafter deliver such documents as the remaining Trustees shall be require for the purpose of conveying to hold the Trust Assets or the remaining Trustees any Trust Property held in the name of such resigning or removed Trustee. Upon the incapacity or death of any Trustee, such Trustee’s legal representative shall execute and deliver on such Trustee’s behalf such documents as the remaining Trustees shall require as provided in the preceding sentence. Except to the extent expressly provided in a written agreement with the Trust, no Trustee resigning and no Trustee removed shall have any right to any compensation for a any period of thirty (30) calendar days following the effective date of his or her resignation or removal, at which timeor any right to damages on account of a removal. For the purpose of this Section, if a successor Managing Trustee “cause” shall have been appointed and have accepted such appointment in a writing mean, with respect to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing any particular Trustee, that the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If has (i) been convicted of a successor Managing Trustee shall not have been appointed within felony or a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to final judgment of a court of competent jurisdiction in the county in which holding that such Trustee caused demonstrable, material harm to the Trust Assets are there being held through bad faith or active and give written notice deliberate dishonesty, (ii) been the subject of any order or determination by the SEC or similar agency of any country for any securities violation involving xxxxxxx xxxxxxx, fraud, misappropriation, dishonesty or willful misconduct or (iii) been convicted of, or pleaded guilty or no contest to, a crime involving moral turpitude that is reasonably likely to injure, tarnish, damage or otherwise negatively affect the reputation of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this AgreementTrust.

Resignation and Removal. Any Managing Trustee may resign without the approval of any court upon sixty days prior notice given by such Trustee in writing or electronically to all members of the Special Committee (with a copy to Dechert, 30 Rockefeller Plaza, New York, New York 10112, attn: Ronald R. Jewelx, Xxx.), xxxxxx xxx Xxxxxxx Xxxxxxxxx xxxxx xlect to xxxx xxxx xxxxxxation be effective on an earlier date, and be discharged from the Trust hereby created by giving written notice thereof to any the remaining Managing Trustee or Trustees or and by giving written mailing such notice to the BeneficiariesBeneficiaries at their respective addresses as they appear in the records of the Trustees. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s 's successor and such successor’s 's acceptance of such appointment, whichever is earlier; provided that the resigning Trustee is not the sole Trustee, in which event such resignation shall take effect upon the qualification of a successor Trustee. Any Managing resignation by a Trustee who is also a "Manager" of THCG, LLC shall constitute the resignation by such Trustee also as a "Manager" of THCG, LLC. Any Trustee may be removed only “for if the Special Committee in good faith determines that there is "cause,” " to do so and such determination is approved by Beneficiaries having an aggregate Beneficial Interest of at least a majority 50% of the total Beneficial Interests (other than Beneficial Interests of the Trustees, members of their families and affiliates of any of the foregoing). The term "cause" shall mean any of the following: (i) conviction of a felony; (ii) perpetration of an intentional and knowing fraud against or adversely affecting the Trust or any agent or employee thereof or adversely affecting THCG, LLC; (iii) willful and substantial failure of a Trustee to perform his duties hereunder (other than as a result of total or partial incapacity due to physical or mental illness or injury) or a willful and substantial breach by the Trustee of his obligations under this Agreement; or (iv) in the Trust. Removal “for cause” shall mean removal event that the Trustee is also a "Manager" of THCG, LLC, willful and substantial failure of such Trustee-Manager to perform his duties (other than as a result of total or partial incapacity due to physical or mental illness or injury) under, or a willful and substantial breach by such Trustee-Manager of his obligations under, the THCG, LLC Amended and Restated Limited Liability Company Agreement dated as of July 16, 2001; provided, however, that a removal pursuant to clause (aiii) gross negligence or fraud of clause (iv) shall not become effective unless the Managing Trustee, (b) willful misconduct Trustee fails to cure such failure to perform or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of within thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon after written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation Special Committee, such notice to describe such failure to perform or removal, for any reason whatsoever, breach and identify what reasonable actions shall be required to cure such failure to perform or breach. No act or failure to act on the resigning Managing Trustee shall deliver the Trust Assets to part of a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled considered "willful" under this Section 10.2 unless it is done, or omitted to payment be done, by such Trustee in bad faith or without reasonable belief that the Trustee's action or omission was in the best interests of any unpaid fees (which the Trust. Any act or failure to act that is based upon the reasonable advice of counsel for the Trust shall be pro-rated as conclusively presumed to be done, or omitted to be done, by a Trustee in good faith and in the best interests of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this AgreementTrust.

Resignation and Removal. Any Managing Subject to the appointment and acceptance of a successor Security Trustee or Facility Agent (as the case may be) as provided below, each of the Security Trustee and the Facility Agent may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to any remaining Managing the Lenders, the Swap Banks and the Borrower, and the Security Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee Facility Agent may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence any time with or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement without cause by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come dueMajority Lenders. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of Upon any such resignation or removal, at which time, if the Majority Lenders shall have the right to appoint a successor Managing Security Trustee or Facility Agent, as the case may be, which shall be a Lender, or a Lender with an Affiliate, which has an office in New York, New York. If no successor Security Trustee or Facility Agent, as the case may be, shall have been so appointed and by the Lenders or, if appointed, shall not have accepted such appointment in a writing to within 30 days after the Beneficiariesretiring Security Trustee’s or Facility Agent’s, as the case may be, giving of notice of resignation or the Majority Lenders’ removal of the retiring Security Trustee or Facility Agent, as the case may be, then upon written notice thereof given by the successor Managing retiring Security Trustee to or Facility Agent, as the resigning Managing Trusteecase may be, may, on behalf of the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If Lenders, appoint a successor Managing Security Trustee or Facility Agent, as the case may be, which shall not have been appointed within be a thirty (30) day period Lender, or a Lender with an Affiliate, which has an office in New York, New York. Upon the acceptance of any appointment as Security Trustee or Facility Agent hereunder by a successor Security Trustee or Facility Agent, such successor Security Trustee or Facility Agent, as the case may be, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Security Trustee or Facility Agent, as the case may be, and the retiring Security Trustee or Facility Agent shall be discharged from the predecessor Managing Trusteeits duties and obligations hereunder. After any retiring Security Trustee or Facility Agent’s resignation or removalremoval hereunder as Security Trustee or Facility Agent, for any reason whatsoeveras the case may be, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 Clause 26 shall continue in effect for its benefit in respect of this Agreementany actions taken or omitted to be taken by it while it was acting as the Security Trustee or the Facility Agent, as the case may be.

Resignation and Removal. Any Managing Trustee Subject to the ----------------------- appointment and acceptance of a successor Collateral Agent, Custodial Agent or Securities Intermediary as provided below, (a) the Collateral Agent, the Custodial Agent and the Securities Intermediary may resign and be discharged from the Trust hereby created at any time by giving written 45 days prior notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on Company and the day specified in such notice or upon Purchase Contract Agent as attorney-in-fact for the appointment Holders of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing TrusteeSecurities, (b) willful misconduct or willful breach of this Agreement the Collateral Agent, the Custodial Agent and the Securities Intermediary may be removed at any time by the Managing Trustee or Company and (c) bankruptcyif the Collateral Agent, insolvency the Custodial Agent or inability of the Managing Trustee Securities Intermediary fails to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date perform any of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets material obligations hereunder in any material respect for a period of thirty not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent, the Custodial Agent or the Securities Intermediary may be removed by the Purchase Contract Agent. Any resignation or removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary shall become effective only upon acceptance of appointment by its successor. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to clause (30c) calendar days following of the effective date of immediately preceding sentence. Upon any such resignation or removal, at which time, if the Company shall have the right and shall exercise its best efforts to appoint a successor Managing Trustee Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be. If no successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall have been so appointed and shall have accepted such appointment in a writing to within 30 days after the Beneficiariesretiring Collateral Agent's, Custodial Agent's or Securities Intermediary's giving of notice of resignation or such removal, then upon written notice thereof given by the successor Managing Trustee to retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the resigning Managing Trusteecase may be, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for may petition any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in for the county in which appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the Trust Assets are there being held and give written notice case may be. Each of the same Collateral Agent, the Custodial Agent and the Securities Intermediary shall be a bank which has an office in New York, New York with a combined capital and surplus of at least $75,000,000. Upon the acceptance of any appointment as Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, hereunder by a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, such successor shall thereupon succeed to and become vested with all the parties heretorights, powers, privileges and duties of the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, and the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor. The resigning Managing Trustee shall retiring Collateral Agent, Custodial Agent or Securities Intermediary shall, upon such succession, be entitled to payment of discharged from its duties and obligations as Collateral Agent, Custodial Agent or Securities Intermediary hereunder. After any unpaid fees (which shall be pro-rated retiring Collateral Agent's, Custodial Agent's or Securities Intermediary's resignation hereunder as of the effective date of the resignation Collateral Agent, Custodial Agent or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with Securities Intermediary, the provisions of this Section 11.2 Article 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, Custodial Agent or Securities Intermediary. Any resignation or removal of the Collateral Agent hereunder shall be deemed for all purposes of this AgreementAgreement as the simultaneous resignation or removal of the Custodial Agent and the Securities Intermediary. The Company shall give the Purchase Contract Agent prompt notice of the appointment of any successor to the Collateral Agent, the Custodial Agent or the Securities Intermediary.

Resignation and Removal. Any Managing Trustee The Collateral Agent may at any time resign and be discharged from the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such Issuer and the Noteholders of such intention on its part, specifying the date on which its desired resignation shall become effective effective, provided that such date shall not be less than sixty (60) days from the date on which such notice is given, unless the day Required Noteholders agree to accept shorter notice. The Collateral Agent hereunder may be replaced, removed or terminated at any time by the filing with it of an instrument in writing signed on behalf of the Required Noteholders and specifying such replacement, removal or termination and the date when it shall become effective. Notwithstanding the dates of effectiveness of resignation, replacement, removal or termination, as the case may be, to be specified in accordance with the preceding sentences, such notice resignation, replacement, removal or termination shall take effect only upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcyRequired Noteholders, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to Collateral Agent. Upon its resignation, replacement, removal or termination the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee Collateral Agent shall be entitled to payment by the Issuer pursuant to Section 4.05(a) hereof of any unpaid fees compensation for services rendered and to reimbursement of reasonable out-of-pocket expenses incurred hereunder. If no successor Collateral Agent shall have been so appointed by the Required Noteholders and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Noteholders, appoint a successor Collateral Agent which shall be pro-rated a commercial bank or an Affiliate of any such commercial bank. Upon the acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the effective date of retiring Collateral Agent, and the resignation or removal) retiring Collateral Agent shall be discharged from its duties and expenses and to reimbursement obligations hereunder. The fees payable by the Beneficiaries out of Noteholders to a successor Collateral Agent shall be the Trust Assets for any expenses incurred in connection with same as those payable to its predecessor unless otherwise agreed between the transfer of Noteholders and such successor. After the Trust Assets pursuant to and in accordance with Collateral Agent’s resignation hereunder, the provisions of this Section 11.2 Article shall continue in effect for the benefit of this Agreementsuch retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent.

Resignation and Removal. Any Managing Liquidating Trustee may resign and be discharged from the Liquidating Trust hereby created by giving written notice thereof to any remaining Managing Liquidating Trustee or Liquidating Trustees or by giving written notice to the BeneficiariesBeneficiaries holding Liquidating Trust Units representing an aggregate of at least a majority of the total Beneficial Interests in all of the Liquidating Trust accounts and the Grantor. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Liquidating Trustee’s 's successor and such successor’s 's acceptance of such appointment, whichever is earlier. Any Managing Liquidating Trustee may be removed only “for at any time, with or without cause,” , by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Liquidating Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Liquidating Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Liquidating Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removalresignation, at which time, if a successor Managing Liquidating Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by a representative of the successor Managing Trustee Beneficiaries to the resigning Managing Liquidating Trustee, the resigning Managing Liquidating Trustee shall deliver the Liquidating Trust Assets to the successor Managing Liquidating Trustee. If a successor Managing Liquidating Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Liquidating Trustee’s resignation or removalresignation, for any reason whatsoever, the resigning Managing Liquidating Trustee shall deliver the Liquidating Trust Assets to a court of competent jurisdiction in the county in which the Liquidating Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Liquidating Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removalresignation) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Liquidating Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this Agreement.section. 10.3

Resignation and Removal. Any Managing Trustee Subject to the appointment and ----------------------- acceptance of a successor Collateral Agent, Custodial Agent or Securities Intermediary as provided below, (a) the Collateral Agent, the Custodial Agent and the Securities Intermediary may resign and be discharged from the Trust hereby created at any time by giving written 45 days' prior notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on Company and the day specified in such notice or upon Purchase Contract Agent as attorney-in-fact for the appointment Holders of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing TrusteeSecurities, (b) willful misconduct or willful breach of this Agreement the Collateral Agent, the Custodial Agent and the Securities Intermediary may be removed at any time by the Managing Trustee or Company and (c) bankruptcyif the Collateral Agent, insolvency the Custodial Agent or inability of the Managing Trustee Securities Intermediary fails to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date perform any of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets material obligations hereunder in any material respect for a period of thirty not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent, the Custodial Agent or the Securities Intermediary may be removed by the Purchase Contract Agent. Any resignation or removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary shall become effective only upon acceptance of appointment by its successor. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to clause (30c) calendar days following the effective date of above. Upon any such resignation or removal, at which time, if the Company shall have the right and shall exercise commercially reasonable efforts to appoint a successor Managing Trustee Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be. If no successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall have been so appointed and shall have accepted such appointment in a writing to within 45 days after the Beneficiariesretiring Collateral Agent's, Custodial Agent's or Securities Intermediary's giving of notice of resignation or such removal, then upon written notice thereof given by the successor Managing Trustee to retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the resigning Managing Trusteecase may be, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for may petition any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in for the county in which appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the Trust Assets are there being held and give written notice case may be. Each of the same Collateral Agent, the Custodial Agent and the Securities Intermediary shall be a bank which has an office in New York, New York with a combined capital and surplus of at least $75,000,000. Upon the acceptance of any appointment as Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, hereunder by a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, such successor shall thereupon succeed to and become vested with all the parties heretorights, powers, privileges and duties of the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, and the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case maybe, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor. The resigning Managing Trustee shall retiring Collateral Agent, Custodial Agent or Securities Intermediary shall, upon such succession, be entitled to payment of discharged from its duties and obligations as Collateral Agent, Custodial Agent or Securities Intermediary hereunder. After any unpaid fees (which shall be pro-rated retiring Collateral Agent's, Custodial Agent's or Securities Intermediary's resignation hereunder as of the effective date of the resignation Collateral Agent, Custodial Agent or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with Securities Intermediary, the provisions of this Section 11.2 Article 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, Custodial Agent or Securities Intermediary. Any resignation or removal of the Collateral Agent hereunder shall be deemed for all purposes of this AgreementAgreement as the simultaneous resignation or removal of the Custodial Agent and the Securities Intermediary. The Company shall give the Purchase Contract Agent prompt notice of the appointment of any successor to the Collateral Agent, the Custodial Agent or the Securities Intermediary.

Resignation and Removal. Any Managing Trustee Subject to the appointment and acceptance of a successor Collateral Agent, Custodial Agent or Securities Intermediary, as provided below, (a) the Collateral Agent, Custodial Agent and the Securities Intermediary may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on Company and the day specified in such notice or upon Purchase Contract Agent as attorney-in-fact for the appointment Holders of such Managing Trustee’s successor Equity Security Units and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing TrusteeStripped Equity Security Units, (b) willful misconduct or willful breach of this Agreement the Collateral Agent, Custodial Agent and the Securities Intermediary may be removed at any time by the Managing Trustee or Company, (c) bankruptcyif the Collateral Agent, insolvency Custodial Agent or inability of the Managing Trustee Securities Intermediary fails to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date perform any of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets material obligations hereunder in any material respect for a period of thirty (30) calendar not less than 20 days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent, Custodial Agent or the Securities Intermediary may be removed by the Purchase Contract Agent, and (d) if the Collateral Agent, the Custodial Agent or the Securities Intermediary is the same to Person as the parties hereto. The resigning Managing Trustee Purchase Contract Agent and an event of default occurs under the Purchase Contract Agreement or this Agreement, except an event of default as a result of a Last Failed Remarketing on the fifth Business Day immediately preceding the Stock Purchase Date, the Collateral Agent, the Custodial Agent or the Securities Intermediary shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and resign immediately in accordance with the provisions of Section 8.8 hereof. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to clause (c) of the immediately preceding sentence. The Company shall promptly notify the Purchase Contract Agent of any removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to clause (b) of the second preceding sentence. Upon any such resignation or removal, the Company shall have the right to appoint a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be. If no successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Collateral Agent's, Custodial Agent's or Securities Intermediary's giving of notice of resignation or such removal, then the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, may at the Company's expense petition any court of competent jurisdiction for the appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be. Each of the Collateral Agent, Custodial Agent and the Securities Intermediary shall be a bank which has an office in New York, New York with a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, hereunder by a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, and the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor after the payment of any outstanding fees, expenses and indemnities due and owing to such remaining party, its counsel and its agents. The retiring Collateral Agent, Custodial Agent or Securities Intermediary shall, upon such succession, be discharged from its duties and obligations as Collateral Agent, Custodial Agent or Securities Intermediary hereunder. After any retiring Collateral Agent's, Custodial Agent's or Securities Intermediary's resignation hereunder as Collateral Agent, Custodial Agent or Securities Intermediary, the provisions of this Section 11.2 8.8, and Section 8.6 hereof, shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, Custodial Agent or Securities Intermediary. Any resignation or removal of the Collateral Agent hereunder shall be deemed for all purposes of this AgreementAgreement as the simultaneous resignation or removal of the Custodial Agent and the Securities Intermediary hereunder.

Resignation and Removal. Any Managing Trustee (i) The Collateral Agent may resign and be discharged from the Trust hereby created by giving at any time give thirty (30) days prior written notice thereof of its resignation to the Lender and the Administrative Borrower. Upon receipt of any remaining Managing Trustee or Trustees such notice of resignation, the Lender shall have the right to appoint a successor Collateral Agent selected by the Lender in its sole discretion. If no such successor shall have been so appointed by the Lender and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent gives notice of its resignation, or by giving such earlier date as agreed by the Lender (the “Agent Resignation Date”), then the retiring Collateral Agent may, but shall not be obligated to, on behalf of the Lender, appoint a successor Collateral Agent meeting the qualifications set forth above; provided that no successor Collateral Agent shall be an Affiliate of the Lender or a Disqualified Institution. Regardless of whether a qualifying Person has accepted such appointment, such resignation shall nonetheless become effective in accordance with such notice on the Agent Resignation Date. (ii) The Collateral Agent may be removed as Collateral Agent at any time, with or without cause, by the Lender upon thirty (30) days’ prior written notice to the BeneficiariesCollateral Agent (the “Agent Removal Date”). Such resignation Upon any such removal, the Lender shall become effective on have the day specified in such notice or upon the appointment of such Managing Trustee’s right to appoint a successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement Collateral Agent selected by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and Lender in its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a discretion. If no such successor Managing Trustee shall have been so appointed by the Lender and shall have accepted such appointment on the Agent Removal Date, such removal shall nonetheless become effective in accordance with such notice on the Agent Removal Date. (iii) With effect from the Agent Resignation Date or the Agent Removal Date, as applicable (A) the retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lender under any of the Loan Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security until such time as a writing successor Collateral Agent is appointed) and (B) except for any indemnity payments owing to the Beneficiariesretiring or removed Collateral Agent, then upon written notice thereof given all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to the Lender directly, until such time, if any, as the Lender appoints a successor Collateral Agent as provided for above in this Section 3.02(g). Upon the acceptance of a successor’s appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Collateral Agent (except with respect to indemnity payments owed to the retiring or removed Collateral Agent), and the retiring or removed Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the successor Managing Trustee Borrowers to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee Collateral Agent shall not have been appointed within a thirty (30) day period from be the same as those payable to its predecessor Managing Trustee62 HB: 4868-8978-1628.11 unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Agent’s resignation or removalremoval hereunder and under the other Loan Documents, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 3.02(g) 63 HB: 4868-8978-1628.11 and Sections 3.02(f) and 9.03 shall continue in effect for the benefit of this Agreementsuch retiring or removed Collateral Agent and its respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Collateral Agent was acting as Collateral Agent hereunder.

Resignation and Removal. Any Managing (i) The Collateral Trustee may at any time, by giving 45 days’ prior written notice to the Borrower, the Noteholders and the Administrative Agent, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of (i) 45 days from the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in date of such notice or upon and (ii) the appointment of such Managing Trustee’s a successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing collateral trustee or collateral trustees by the Requisite Secured Parties. (ii) The Collateral Trustee may be removed only “at any time (i) for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement or any Shared Security Agreement, by notice from either the Managing Trustee Required Lenders or the Majority Noteholders to the Collateral Trustee, the Borrower and the other Secured Parties or (cii) bankruptcywithout cause, insolvency or inability by notice from the Requisite Secured Parties to the Collateral Trustee, the Borrower and the other Secured Parties. Such removal shall be effective as of the Managing Trustee to meet its obligations as time specified in such notice. (iii) If no successor collateral trustee or collateral trustees shall be appointed and approved within 45 days from the same come due. All obligations date of the Managing Trustee hereunder shall cease and terminate on giving of the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date aforesaid notice of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing prior to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the aforesaid notice of removal, the Collateral Trustee (notwithstanding the termination of all of its other duties and obligations hereunder by reason of such resignation or removal), any Secured Party or the Borrower may, at the expense of the Borrower, apply to any court of competent jurisdiction to appoint a successor collateral trustee or collateral trustees (which may be an individual or individuals) to act until such time, if any, as a successor collateral trustee or collateral trustees shall have been appointed as above provided. Any successor collateral trustee or collateral trustees so appointed by such court shall immediately and expenses and to reimbursement without further act be superseded by any successor collateral trustee or collateral trustees approved by the Beneficiaries out of the Trust Assets for any expenses incurred in Requisite Secured Parties as above provided. In connection with the transfer of foregoing, the Trust Assets pursuant to and in accordance Borrower hereby agrees with the provisions Secured Parties to pay the fees, costs and expenses of this Section 11.2 of this Agreementany successor Collateral Trustee, and to provide indemnification to any successor Collateral Trustee, to the same extent as it provides the same to the predecessor Collateral Trustee.

Resignation and Removal. Any Except as otherwise provided in this Section 8.2, until the dissolution of the Trust, the Managing Trustee may shall not take any voluntary step to dissolve itself or to resign and be discharged from as Managing Trustee. The Managing Trustee shall have the Trust hereby created by giving written notice thereof right to any remaining resign voluntarily as Managing Trustee or Trustees or to dissolve itself with the concurrence of the Beneficiaries by giving written notice a Majority Vote; provided, however, that the Managing Trustee may, without the consent of the Beneficiaries, to the Beneficiaries. Such resignation shall become effective on the day specified extent permitted by law, substitute in such notice its stead as Managing Trustee any entity which has, by merger, consolidation or upon the appointment otherwise, acquired substantially all of such Managing Trustee’s successor assets, stock or other evidence of equity interest and such successor’s acceptance of such appointment, whichever is earliercontinued its business. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest upon the Majority Vote of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come dueBeneficiaries. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 8.2 of this Agreement.

Resignation and Removal. Any Managing Trustee Subject to the appointment and acceptance of a successor Collateral Agent, Custodial Agent or Securities Intermediary as provided below, (a) the Collateral Agent, the Custodial Agent and the Securities Intermediary may resign and be discharged from the Trust hereby created at any time by giving written 45 days' prior notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on Company and the day specified in such notice or upon Purchase Contract Agent as attorney-in-fact for the appointment Holders of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing TrusteeSecurities, (b) willful misconduct or willful breach of this Agreement the Collateral Agent, the Custodial Agent and the Securities Intermediary may be removed at any time by the Managing Trustee or Company and (c) bankruptcyif the Collateral Agent, insolvency the Custodial Agent or inability of the Managing Trustee Securities Intermediary fails to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date perform any of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets material obligations hereunder in any material respect for a period of thirty not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent, the Custodial Agent or the Securities Intermediary may be removed by the Purchase Contract Agent. Any resignation or removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary shall become effective only upon acceptance of appointment by its successor. The Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to clause (30c) calendar days following the effective date of above. Upon any such resignation or removal, at which time, if the Company shall have the right and shall exercise commercially reasonable efforts to appoint a successor Managing Trustee Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be. If no successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall have been so appointed and shall have accepted such appointment in a writing to within 45 days after the Beneficiariesretiring Collateral Agent's, Custodial Agent's or Securities Intermediary's giving of notice of resignation or such removal, then upon written notice thereof given by the successor Managing Trustee to retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the resigning Managing Trusteecase may be, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for may petition any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in for the county in which appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the Trust Assets are there being held and give written notice case may be. Each of the same Collateral Agent, the Custodial Agent and the Securities Intermediary shall be a bank which has an office in New York, New York with a combined capital and surplus of at least $75,000,000. Upon the acceptance of any appointment as Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, hereunder by a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, such successor shall thereupon succeed to and become vested with all the parties heretorights, powers, privileges and duties of the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, and the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case maybe, shall take all appropriate action to transfer any money and property held by it hereunder (including the Collateral) to such successor. The resigning Managing Trustee shall retiring Collateral Agent, Custodial Agent or Securities Intermediary shall, upon such succession, be entitled to payment of discharged from its duties and obligations as Collateral Agent, Custodial Agent or Securities Intermediary hereunder. After any unpaid fees (which shall be pro-rated retiring Collateral Agent's, Custodial Agent's or Securities Intermediary's resignation hereunder as of the effective date of the resignation Collateral Agent, Custodial Agent or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with Securities Intermediary, the provisions of this Section 11.2 Article 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, Custodial Agent or Securities Intermediary. Any resignation or removal of the Collateral Agent hereunder shall be deemed for all purposes of this AgreementAgreement as the simultaneous resignation or removal of the Custodial Agent and the Securities Intermediary. The Company shall give the Purchase Contract Agent prompt notice of the appointment of any successor to the Collateral Agent, the Custodial Agent or the Securities Intermediary.

Resignation and Removal. Any Managing Trustee may resign and be discharged from the Liquidating Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or, if there are no remaining Trustees, by publicly disclosing (by means of a press release or by giving written notice to filing with the BeneficiariesSecurities and Exchange Commission) such resignation. Such resignation shall become effective on the day specified in such notice or such public disclosure or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for at any time, with or without cause,” , by Beneficiaries having holding Units representing an aggregate Beneficial Interest of at least a majority two-thirds of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come dueLiquidating Trust Interests. All obligations of the Managing a Trustee hereunder shall cease and terminate on the effective date of its such Trustee’s resignation or removal and its removal; provided, that, in the case of any resignation in circumstances in which there are no remaining Trustees, then such resigning Trustee’s sole responsibility thereafter shall be to hold the Liquidating Trust Assets for a period of thirty ninety (3090) calendar days following the effective date of resignation or removalresignation, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Liquidating Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty such ninety (3090) day period from the predecessor Managing Trustee’s resignation or removalresignation, for any reason whatsoever, the resigning Managing Trustee shall deliver the Liquidating Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment Beneficiaries by means of any unpaid fees (which shall be pro-rated as of the effective date of the resignation a press release or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection filing with the transfer of the Trust Assets pursuant to Securities and in accordance with the provisions of this Section 11.2 of this AgreementExchange Commission.

Resignation and Removal. Any Managing Trustee The Calculation Agent may at any time resign and be discharged from the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or as Calculation Agent by giving written notice to the BeneficiariesIssuer and the Guarantors of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall never be earlier than 45 days after the receipt of such notice by the Issuer and the Guarantors, unless the Issuer otherwise agrees in writing. The Calculation Agent may be removed at any time by the filing with it of any instrument in writing signed on behalf of the Issuer and specifying such removal and the date when it is intended to become effective. Such resignation or removal shall become effective on the day specified in such notice or take effect upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority date of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement appointment by the Managing Trustee or (c) bankruptcyIssuer, insolvency or inability as hereinafter provided, of the Managing Trustee to meet its obligations as the same come duea successor Calculation Agent. All obligations If within 30 days after notice of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold has been given, a successor Calculation Agent has not been appointed, the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removalCalculation Agent may, at which timethe expense of the Issuer, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to petition a court of competent jurisdiction in to appoint a successor Calculation Agent. If at any time the county in which Calculation Agent shall resign or be removed, or be dissolved, or if the Trust Assets are there being held and give written notice property or affairs of the same Calculation Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency or for any other reason, then a successor Calculation Agent shall as soon as practicable be appointed by the Issuer by an instrument in writing filed with the predecessor Calculation Agent, the successor Calculation Agent and the Trustee. Upon the appointment of a successor Calculation Agent and acceptance by it of such appointment, the Calculation Agent so succeeded shall cease to be such Calculation Agent hereunder. Upon its resignation or removal, the parties hereto. The resigning Managing Trustee Calculation Agent shall be entitled to the payment by the Issuer of its compensation, if any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses is owed to it, for services rendered hereunder and to the reimbursement by the Beneficiaries out of the Trust Assets for any all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred in connection with the transfer services rendered by it hereunder and to the payment of the Trust Assets pursuant all other amounts owed to and in accordance with the provisions of this Section 11.2 of this Agreementit hereunder.

Resignation and Removal. Any Managing Trustee (a) The Collateral Agent may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to the Lenders and the Company. The Collateral Agent may be removed at any remaining Managing Trustee time by the Administrative Agents, acting jointly, or Trustees or the Requisite Lenders by giving written notice thereof to the BeneficiariesCollateral Agent and the Company. Such Upon any such resignation or removal, the Administrative Agents, acting jointly, or the Requisite Lenders shall become effective on have the day specified in such notice or upon the appointment of such Managing Trustee’s right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed, and such successor’s acceptance of shall have accepted such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar within 30 days following the effective date notice of resignation or removal, at which timethen the retiring Collateral Agent may, if on behalf of the Secured Parties, appoint a successor Managing Trustee shall have been appointed and have accepted Collateral Agent. In either case, such appointment in a writing shall be subject to the Beneficiariesprior written approval of the Company (which approval may not be unreasonably withheld or delayed and shall not be required upon the occurrence and during the continuance of an Event of Default). (b) Upon the acceptance of any appointment as the Collateral Agent by a successor Collateral Agent, then upon written notice thereof given by such successor Collateral Agent shall succeed to, and become vested with, all the successor Managing Trustee to rights, powers, privileges and duties of the resigning Managing Trusteeretiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement, the resigning Managing Trustee Credit Agreement and the Collateral Documents. Promptly after any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the retiring Collateral Agent shall deliver the Trust Assets take such action as may be reasonably necessary to assign to the successor Managing TrusteeCollateral Agent its rights as Collateral Agent under the Collateral Documents and to protect and maintain the Liens held by the Collateral Agent for the benefit of the Secured Parties (including delivery of any Collateral in its possession to the successor Collateral Agent). After such resignation, the retiring Collateral Agent shall continue to have the benefit of Section 8 as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement, the Credit Agreement and the Collateral Documents. (c) If no Person has accepted appointment as a successor Managing Trustee shall not have been appointed Collateral Agent within a thirty (30) day period from 30 days following the predecessor Managing Trustee’s notice of resignation or removal, for any reason whatsoeverthe retiring Collateral Agent’s resignation or removal shall nevertheless thereupon become effective, and the resigning Managing Trustee Administrative Agents, jointly, shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held assume and give written notice perform all of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as duties of the effective date of retiring Collateral Agent hereunder until such time, if any, as the resignation Administrative Agents or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets Requisite Lenders shall appoint a successor Collateral Agent as provided for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this Agreementabove.

Resignation and Removal. Any Managing The Trustee may resign and be discharged from the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees or by giving written notice to the LFC Administrative Beneficiary, Reorganized LMUSA and the Beneficiaries' Committee as their addresses appear in the records of the Trust. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s 's successor and such successor’s 's acceptance of such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority agreement of the total Beneficial Interests in Beneficiaries' Committee at any time with cause, or at any time after the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud end of the Managing Trustee, (b) willful misconduct or willful breach third full fiscal year following the date of this Agreement by the Managing Trustee or (c) bankruptcyAgreement, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties heretowithout cause. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and compensation in accordance with SECTION 7.1 in respect of amounts received by Trustee on all claims for which actions or proceedings have been instituted prior to Trustee's termination. LFC/LMUSA JOINT LITIGATION TRUST AGREEMENT 22 8.3 Appointment of Successor Trustee. Should the provisions Trustee at any time resign or be removed, or die or become incapable of this Section 11.2 action, or be adjudged a bankrupt or insolvent, a vacancy shall be deemed to exist and a successor Trustee shall be appointed as soon as possible by the Beneficiaries' Committee (with each having equal say); provided that such appointment shall be subject to the approval of this Agreementthe Bankruptcy Court; provided, further, that no stockholder, officer or director of the Beneficiaries' Committee shall be appointed as a successor Trustee; and provided, further, that the Trust shall have the right to nominate the successor Trustee. In the event that an election has been made to treat the Trust as a Delaware business trust, if the Trust ceases to have at least one Trustee who, in the case of a natural person, is a Delaware resident or, in all other cases, has its principal place of business in Delaware, appropriate action shall be taken to file a certificate of cancellation.

Resignation and Removal. Any Managing Trustee The Designated Fixed Asset Collateral Representative may resign and be discharged from the Trust hereby created at any time by giving 30 days' prior written notice thereof to the Claimholders and the Agents. Upon any remaining Managing Trustee such resignation, the Term Loan Agents and the Additional Pari Passu Debt Representatives shall have the right to appoint a successor Designated Fixed Asset Collateral Representative with the consent of the Revolving Credit Facility Agent (which consent shall not be unreasonably withheld, conditioned or Trustees or delayed). If no successor Designated Fixed Asset Collateral Representative shall have been so appointed by giving written notice to the Beneficiaries. Such resignation Term Loan Agents and the Additional Pari Passu Debt Representatives, and shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of have accepted such appointment, whichever is earlierwithin 30 days after the retiring Designated Fixed Asset Collateral Representative gives notice of resignation, then the Revolving Credit Facility Agent may appoint a successor Designated Fixed Asset Collateral Representative. Any Managing Trustee may be removed only “for cause,” Upon the acceptance of its appointment as such Designated Fixed Asset Collateral Representative hereunder by Beneficiaries having an aggregate Beneficial Interest of at least a majority successor Designated Fixed Asset Collateral Representative, such successor Designated Fixed Asset Collateral Representative shall thereupon succeed to and become vested with all the rights and duties of the total Beneficial Interests in retiring Designated Fixed Asset Collateral Representative, and the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter retiring Designated Fixed Asset Collateral Representative shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of discharged from its duties and obligations hereunder. After any retiring Designated Fixed Asset Collateral Representative's resignation or removalhereunder as Designated Fixed Asset Collateral Representative, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee, the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this AgreementArticle shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Designated Fixed Asset Collateral Representative.

Resignation and Removal. Any Managing Subject to the appointment and acceptance of a successor Security Trustee or Agent (as the case may be) as provided below, each of the Security Trustee and the Agent may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to any remaining Managing the Lenders, the Swap Banks and the Borrower, and the Security Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever is earlier. Any Managing Trustee Agent may be removed only “for cause,” at any time with or without cause by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due Majority Lenders by giving notice thereof to the (a) gross negligence or fraud of Agent, the Managing Security Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcyLenders, insolvency or inability of the Managing Trustee to meet its obligations as Swap Banks and the same come dueBorrower. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of Upon any such resignation or removal, at which time, if the Majority Lenders shall have the right to appoint a successor Managing Security Trustee or Agent, as the case may be. If no successor Security Trustee or Agent, as the case may be, shall have been so appointed and by the Lenders or, if appointed, shall not have accepted such appointment in a writing to within 30 days after the Beneficiariesretiring Security Trustee’s or Agent’s, as the case may be, giving of notice of resignation or the Majority Lxxxxxx’ removal of the retiring Security Trustee or Agent, as the case may be, then upon written notice thereof given by the successor Managing retiring Security Trustee to or Agent, as the resigning Managing Trusteecase may be, may, on behalf of the resigning Managing Trustee shall deliver Lenders and the Trust Assets to the successor Managing Trustee. If Swap Banks, appoint a successor Managing Security Trustee or Agent. Upon the acceptance of any appointment as Security Trustee or Agent hereunder by a successor Security Trustee or Agent, such successor Security Trustee or Agent, as the case may be, shall not have been appointed within a thirty (30) day period thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Security Trustee or Agent, as the case may be, and the retiring Security Trustee or Agent shall be discharged from the predecessor Managing Trusteeits duties and obligations hereunder. After any retiring Security Trustee or Agent’s resignation or removalremoval hereunder as Security Trustee or Agent, for any reason whatsoeveras the case may be, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 Clause 31 shall continue in effect for its benefit in respect of this Agreementany actions taken or omitted to be taken by it while it was acting as the Security Trustee or the Agent, as the case may be.

Resignation and Removal. Any Managing Trustee (a) The Collateral Agent may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to the Lenders and the Company. The Collateral Agent may be removed at any remaining Managing Trustee time by the Administrative Agents, acting jointly, or Trustees or the Required Lenders by giving written notice thereof to the BeneficiariesCollateral Agent and the Company. Such Upon any such resignation or removal, the Administrative Agents, acting jointly, or the Required Lenders shall become effective on have the day specified in such notice or upon the appointment of such Managing Trustee’s right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed, and such successor’s acceptance of shall have accepted such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar within 30 days following the effective date notice of resignation or removal, at which timethen the retiring Collateral Agent may, if on behalf of the Secured Parties, appoint a successor Managing Trustee shall have been appointed and have accepted Collateral Agent. In either case, such appointment in a writing shall be subject to the Beneficiariesprior written approval of the Company (which approval may not be unreasonably withheld or delayed and shall not be required upon the occurrence and during the continuance of an Event of Default). (b) Upon the acceptance of any appointment as the Collateral Agent by a successor Collateral Agent, then upon written notice thereof given by such successor Collateral Agent shall succeed to, and become vested with, all the successor Managing Trustee to rights, powers, privileges and duties of the resigning Managing Trusteeretiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement, the resigning Managing Trustee Credit Agreement and the Collateral Documents. Promptly after any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the retiring Collateral Agent shall deliver the Trust Assets take such action as may be reasonably necessary to assign to the successor Managing TrusteeCollateral Agent its rights as Collateral Agent under the Collateral Documents and to protect and maintain the Liens held by the Collateral Agent for the benefit of the Secured Parties (including delivery of any Collateral in its possession to the successor Collateral Agent). After such resignation, the retiring Collateral Agent shall continue to have the benefit of Section 8 as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement, the Credit Agreement and the Collateral Documents. (c) If no Person has accepted appointment as a successor Managing Trustee shall not have been appointed Collateral Agent within a thirty (30) day period from 30 days following the predecessor Managing Trustee’s notice of resignation or removal, for any reason whatsoeverthe retiring Collateral Agent's resignation or removal shall nevertheless thereupon become effective, and the resigning Managing Trustee Administrative Agents, jointly, shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held assume and give written notice perform all of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as duties of the effective date of retiring Collateral Agent hereunder until such time, if any, as the resignation Administrative Agents or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets Required Lenders shall appoint a successor Collateral Agent as provided for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this Agreementabove.

Resignation and Removal. Any Managing Trustee (a) The Collateral Agent may resign and be discharged from the Trust hereby created at any time by giving written notice thereof to the Lenders and the Company. The Collateral Agent may be removed at any remaining Managing Trustee time by the Administrative Agents, acting jointly, or Trustees or the Required Secured Parties, by giving written notice thereof to the BeneficiariesCollateral Agent and the Company. Such Upon any such resignation or removal, the Administrative Agents, acting jointly, or the Required Secured Parties shall become effective on have the day specified in such notice or upon the appointment of such Managing Trustee’s right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed, and such successor’s acceptance of shall have accepted such appointment, whichever is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar within 30 days following the effective date notice of resignation or removal, at which timethen the retiring Collateral Agent may, if on behalf of the Secured Parties, appoint a successor Managing Trustee shall have been appointed and have accepted Collateral Agent. In either case, such appointment in a writing shall be subject to the Beneficiariesprior written approval of the Company (which approval may not be unreasonably withheld or delayed and shall not be required upon the occurrence and during the continuance of an Event of Default). (b) Upon the acceptance of any appointment as the Collateral Agent by a successor Collateral Agent, then upon written notice thereof given by such successor Collateral Agent shall succeed to, and become vested with, all the successor Managing Trustee to rights, powers, privileges and duties of the resigning Managing Trusteeretiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement, the resigning Managing Trustee Credit Agreements and the Collateral Documents. Promptly after any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the retiring Collateral Agent shall deliver the Trust Assets take such action as may be reasonably necessary to assign to the successor Managing TrusteeCollateral Agent its rights as Collateral Agent under the Collateral Documents and to protect and maintain the Liens held by the Collateral Agent for the benefit of the Secured Parties (including delivery of any Collateral in its possession to the successor Collateral Agent). After such resignation, the retiring Collateral Agent shall continue to have the benefit of Section 8 as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement, the Credit Agreements and the Collateral Documents. (c) If no Person has accepted appointment as a successor Managing Trustee shall not have been appointed Collateral Agent within a thirty (30) day period from 30 days following the predecessor Managing Trustee’s notice of resignation or removal, for any reason whatsoeverthe retiring Collateral Agent’s resignation or removal shall nevertheless thereupon become effective, and the resigning Managing Trustee Administrative Agents, jointly, shall deliver the Trust Assets to a court of competent jurisdiction in the county in which the Trust Assets are there being held assume and give written notice perform all of the same to the parties hereto. The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as duties of the effective date of retiring Collateral Agent hereunder until such time, if any, as the resignation Administrative Agents or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets Required Secured Parties shall appoint a successor Collateral Agent as provided for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section 11.2 of this Agreementabove.

Resignation and Removal. Any Managing The Collateral Trustee may may, at any time after the first anniversary of the Effective Date by giving notice to Grantor and the Beneficiaries, resign and be discharged from of the Trust hereby responsibilities created by giving written notice thereof this Agreement, such resignation to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon (i) the appointment of such Managing Trustee’s a successor Collateral Trustee by a Responsible Officer of Grantor and such successor’s (ii) the acceptance of such appointment, whichever is earlierappointment by such successor Collateral Trustee. Any Managing If no successor Collateral Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to within 120 days after the Beneficiaries, then upon written Collateral Trustee gives the aforesaid notice thereof given by the successor Managing Trustee to the resigning Managing Trusteeof resignation, the resigning Managing Collateral Trustee shall deliver at the Trust Assets expense of Grantor may apply to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction to appoint a successor Collateral Trustee to act until such time, if any, as a successor Collateral Trustee has been appointed as provided in this subsection. Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee appointed as provided in this subsection. Any successor Collateral Trustee appointed hereunder shall be a bank or other financial institution organized and doing business under the county laws of the United States or any state thereof, the deposits of which are insured by the Federal Deposit Insurance Corporation, having corporate trust powers and assets under trust management in excess of $500,000,000 (and for this purpose, all branches and wholly-;owned subsidiaries of any such bank or other financial institution and of any holding company of which it is a wholly owned subsidiary may be attributed to it) (a “Qualified Successor Trustee”) and shall be otherwise legally competent to serve as Collateral Trustee hereunder. Notwithstanding the foregoing, and without regard to the limitation on the time of the Collateral Trustee’s notice of its resignation hereunder, any corporation or other entity into which the Trust Assets are there being held and give written notice of Collateral Trustee may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the same to the parties hereto. The resigning Managing Collateral Trustee shall be entitled a party, or any corporation or other entity to payment which substantially all the corporate trust business of any unpaid fees (which the Collateral Trustee may be transferred, shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of Collateral Trustee under this Section 11.2 of this AgreementAgreement without further act.

Resignation and Removal. Any Managing The Collateral Trustee may may, at any time after the first anniversary of the Effective Date by giving notice to Grantor and the Beneficiaries, resign and be discharged from of the Trust hereby responsibilities created by giving written notice thereof this Agreement, such resignation to any remaining Managing Trustee or Trustees or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or upon (i) the appointment of such Managing Trustee’s a successor Collateral Trustee by a Responsible Officer of Grantor and such successor’s (ii) the acceptance of such appointment, whichever is earlierappointment by such successor Collateral Trustee. Any Managing If no successor Collateral Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing to within 120 days after the Beneficiaries, then upon written Collateral Trustee gives the aforesaid notice thereof given by the successor Managing Trustee to the resigning Managing Trusteeof resignation, the resigning Managing Collateral Trustee shall deliver at the Trust Assets expense of Grantor may apply to the successor Managing Trustee. If a successor Managing Trustee shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal, for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction to appoint a successor Collateral Trustee to act until such time, if any, as a successor Collateral Trustee has been appointed as provided in this subsection. Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee appointed as provided in this subsection. Any successor Collateral Trustee appointed hereunder shall be a bank or other financial institution organized and doing business under the county laws of the United States or any state thereof, the deposits of which are insured by the Federal Deposit Insurance Corporation, having corporate trust powers and assets under trust management in excess of $500,000,000 (and for this purpose, all branches and wholly-owned subsidiaries of any such bank or other financial institution and of any holding company of which it is a wholly owned subsidiary may be attributed to it) (a "Qualified Successor Trustee") and shall be otherwise legally competent to serve as Collateral Trustee hereunder. Notwithstanding the foregoing, and without regard to the limitation on the time of the Collateral Trustee's notice of its resignation hereunder, any corporation or other entity into which the Trust Assets are there being held and give written notice of Collateral Trustee may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the same to the parties hereto. The resigning Managing Collateral Trustee shall be entitled a party, or any corporation or other entity to payment which substantially all the corporate trust business of any unpaid fees (which the Collateral Trustee may be transferred, shall be pro-rated as of the effective date of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of Collateral Trustee under this Section 11.2 of this AgreementAgreement without further act.