Common use of Resignation and Successors Clause in Contracts

Resignation and Successors. The Delaware Trustee or any successor may resign at any time without cause by giving at least 60 days' prior written notice to the Certificateholders. The Required Certificateholders, may at any time remove the Delaware Trustee without cause by written notice to the Delaware Trustee, any such resignation or removal to be effective upon the acceptance of appointment by a successor Delaware Trustee as hereinafter provided. In the event of the resignation or removal of the Delaware Trustee, the Required Certificateholders shall appoint a successor by written instrument. If a successor Delaware Trustee shall not have been appointed within 60 days after the giving of such notice, the Delaware Trustee or the Required Certificateholders may apply to any court of competent jurisdiction in the United States to appoint a successor Delaware Trustee to act until such time, if any, as a successor shall have been appointed as provided above. Any successor so appointed by such court shall immediately and without further act be superseded by any successor appointed by the Required Certificateholders. Any successor, however appointed, shall execute and deliver to its predecessor Delaware Trustee an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Delaware Trustee in the trusts hereunder with like effect as if originally named "Delaware Trustee" herein; but upon the written request of such successor, and upon payment to the predecessor Delaware Trustee of all amounts due to it under this Trust Agreement, such predecessor shall execute and deliver an instrument transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all moneys or other property then held by such predecessor upon the trusts herein expressed. Any right of the Certificateholders against the predecessor Delaware Trustee, in its individual capacity, shall not be prejudiced by the appointment of any successor Delaware Trustee and shall survive the termination of the trusts created hereby. Any successor, however appointed, shall be a bank or a trust company incorporated or organized and doing business within the United States of America with its principal place of business in the State of Delaware that is an Independent Trustee and either (a) having (or having a parent or affiliate that has) a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by federal banking authorities and (b) having (or having its obligations hereunder guaranteed by a trust company that has) a long-term unsecured debt rating of at least BBB- by Standard & Poor's, Baa3 by Xxxxx'x (so long as Xxxxx'x provides a rating on any of the Obligations under the Indenture), BBB by Fitch, and a short-term unsecured debt rating of at least F2 by Fitch, or at least the equivalent rating from another nationally recognized statistical rating organization, if there is such an institution willing, able and legally qualified to perform the duties of the "Delaware Trustee" hereunder upon reasonable or customary terms. Any corporation into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Delaware Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Delaware Trustee may be transferred, shall, subject to the preceding sentence, be the "Delaware Trustee" under this Trust Agreement without further act. Any successor Delaware Trustee, however appointed, shall be competent and qualified to (i) serve as a trustee of a Delaware statutory trust, (ii) take all action required by the Delaware Trustee pursuant to the Transaction Documents, this Trust Agreement and any other agreement contemplated by any of the foregoing, and (iii) until termination of the Indenture in accordance with its terms, be an Independent Trustee. There shall be at all times at least one "Delaware Trustee" that meets the requirements of the laws of the State of Delaware. Notwithstanding anything herein to the contrary, the resignation or removal of the Delaware Trustee shall not be effective unless and until the Required Certificateholders appoint a successor Delaware Trustee meeting the requirements specified above.

Resignation and Successors. The Delaware Trustee or any successor may resign at any time without cause by giving at least 60 days' prior written notice to the Certificateholders. The Required Certificateholders, may at any time remove the Delaware Trustee without cause by written notice to the Delaware Trustee, any such resignation or removal to be effective upon the acceptance of appointment by a successor Delaware Trustee as hereinafter provided. In the event of the resignation or removal of the Delaware Trustee, the Required Certificateholders shall appoint a successor by written instrument. If a successor Delaware Trustee shall not have been appointed within 60 days after the giving of such notice, the Delaware Trustee or the Required Certificateholders may apply to any court of competent jurisdiction in the United States to appoint a successor Delaware Trustee to act until such time, if any, as a successor shall have been appointed as provided above. Any successor so appointed by such court shall immediately and without further act be superseded by any successor appointed by the Required Certificateholders. Any successor, however appointed, shall execute and deliver to its predecessor Delaware Trustee an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Delaware Trustee in the trusts hereunder with like effect as if originally named "Delaware Trustee" herein; but upon the written request of such successor, and upon payment to the predecessor Delaware Trustee of all amounts due to it under this Trust Agreement, such predecessor shall execute and deliver an instrument transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all moneys or other property then held by such predecessor upon the trusts herein expressed. Any right of the Certificateholders against the predecessor Delaware Trustee, in its individual capacity, shall not be prejudiced by the appointment of any successor Delaware Trustee and shall survive the termination of the trusts created hereby. Any successor, however appointed, shall be a bank or a trust company incorporated or organized and doing business within the United States of America with its principal place of business in the State of Delaware that is an Independent Trustee and either (a) having (or having a parent or affiliate that has) a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by federal banking authorities and (b) having (or having its obligations hereunder guaranteed by a trust company that has) a long-term unsecured debt rating of at least BBB- by Standard & Poor's, Baa3 by Xxxxx'x (so long as Xxxxx'x provides a rating on any of the Obligations under the Indenture), BBB by Fitch, and a short-term unsecured debt rating of at least F2 by Fitch, ) or at least the equivalent rating from another nationally recognized statistical rating organization, if there is such an institution willing, able and legally qualified to perform the duties of the "Delaware Trustee" hereunder upon reasonable or customary terms. Any corporation into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Delaware Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Delaware Trustee may be transferred, shall, subject to the preceding sentence, be the "Delaware Trustee" under this Trust Agreement without further act. Any successor Delaware Trustee, however appointed, shall be competent and qualified to (i) serve as a trustee of a Delaware statutory trust, (ii) take all action required by the Delaware Trustee pursuant to the Transaction Documents, this Trust Agreement and any other agreement contemplated by any of the foregoing, and (iii) until termination of the Indenture in accordance with its terms, be an Independent Trustee. There shall be at all times at least one "Delaware Trustee" that meets the requirements of the laws of the State of Delaware. Notwithstanding anything herein to the contrary, the resignation or removal of the Delaware Trustee shall not be effective unless and until the Required Certificateholders appoint a successor Delaware Trustee meeting the requirements specified above.

Resignation and Successors. The Delaware Trustee or any successor may resign at any time without cause by giving at least 60 days' prior written notice to the Certificateholders. The Required Certificateholders, may at any time remove the Delaware Trustee without cause by written notice to the Delaware Trustee, any such resignation or removal to be effective upon the acceptance of appointment by a successor Delaware Trustee as hereinafter provided. In the event of the resignation or removal of the Delaware Trustee, the Required Certificateholders shall appoint a successor by written instrument. If a successor Delaware Trustee shall not have been appointed within 60 days after the giving of such notice, the Delaware Trustee or the Required Certificateholders may apply to any court of competent jurisdiction in the United States to appoint a successor Delaware Trustee to act until such time, if any, as a successor shall have been appointed as provided above. Any successor so appointed by such court shall immediately and without further act be superseded by any successor appointed by the Required Certificateholders. Any successor, however appointed, shall execute and deliver to its predecessor Delaware Trustee an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Delaware Trustee in the trusts hereunder with like effect as if originally named "Delaware Trustee" herein; but upon the written request of such successor, and upon payment to the predecessor Delaware Trustee of all amounts due to it under this Trust Agreement, such predecessor shall execute and deliver an instrument transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all moneys or other property then held by such predecessor upon the trusts herein expressed. Any right of the Certificateholders against the predecessor Delaware Trustee, in its individual capacity, shall not be prejudiced by the appointment of any successor Delaware Trustee and shall survive the termination of the trusts created hereby. Any successor, however appointed, shall be a bank or a trust company incorporated or organized and doing business within the United States of America with its principal place of business in the State of Delaware that is an Independent Trustee and either (a) having (or having a parent or affiliate that has) a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by federal banking authorities and (b) having (or having its obligations hereunder guaranteed by a trust company that has) a long-term unsecured debt rating of at least BBB- by Standard & Poor's, Baa3 by Xxxxx'x Moody's (so long as Xxxxx'x Moody's provides a rating on any of the Obligations under Obligatioxx xxxxr the Indenture), BBB by Fitch, and a short-term unsecured debt rating of at least F2 by Fitch, or Indentuxx) xx at least the equivalent rating from another nationally recognized statistical rating organization, if there is such an institution willing, able and legally qualified to perform the duties of the "Delaware Trustee" hereunder upon reasonable or customary terms. Any corporation into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Delaware Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Delaware Trustee may be transferred, shall, subject to the preceding sentence, be the "Delaware Trustee" under this Trust Agreement without further act. Any successor Delaware Trustee, however appointed, shall be competent and qualified to (i) serve as a trustee of a Delaware statutory trust, (ii) take all action required by the Delaware Trustee pursuant to the Transaction Documents, this Trust Agreement and any other agreement contemplated by any of the foregoing, and (iii) until termination of the Indenture in accordance with its terms, be an Independent Trustee. There shall be at all times at least one "Delaware Trustee" that meets the requirements of the laws of the State of Delaware. Notwithstanding anything herein to the contrary, the resignation or removal of the Delaware Trustee shall not be effective unless and until the Required Certificateholders appoint a successor Delaware Trustee meeting the requirements specified above.

Resignation and Successors. The Delaware Trustee or any successor may resign at any time without cause by giving at least 60 days' prior written notice to the Certificateholders. The Required Certificateholders, may at any time remove the Delaware Trustee without cause by written notice to the Delaware Trustee, any such resignation or removal to be effective upon the acceptance of appointment by a successor Delaware Trustee as hereinafter provided. In the event of the resignation or removal of the Delaware Trustee, the Required Certificateholders shall appoint a successor by written instrument. If a successor Delaware Trustee shall not have been appointed within 60 days after the giving of such notice, the Delaware Trustee or the Required Certificateholders may apply to any court of competent jurisdiction in the United States to appoint a successor Delaware Trustee to act until such time, if any, as a successor shall have been appointed as provided above. Any successor so appointed by such court shall immediately and without further act be superseded by any successor appointed by the Required Certificateholders. Any successor, however appointed, shall execute and deliver to its predecessor Delaware Trustee an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Delaware Trustee in the trusts hereunder with like effect as if originally named "Delaware Trustee" herein; but upon the written request of such successor, and upon payment to the predecessor Delaware Trustee of all amounts due to it under this Trust Agreement, such predecessor shall execute and deliver an instrument transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all moneys or other property then held by such predecessor upon the trusts herein expressed. Any right of the Certificateholders against the predecessor Delaware Trust Company Trustee, in its individual capacity, shall not be prejudiced by the appointment of any successor Delaware Trustee and shall survive the termination of the trusts created hereby. Any successor, however appointed, shall be a bank or a trust company incorporated or organized and doing business within the United States of America with its principal place of business in the State of Delaware that is an Independent Trustee and either (a) having (or having a parent or affiliate that has) a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by federal banking authorities and (b) having (or having its obligations hereunder guaranteed by a trust company that has) a long-term unsecured debt rating of at least BBB- by Standard & Poor's, Baa3 by Xxxxx'x (so long as Xxxxx'x provides a rating Rating on any of the Obligations under the Indenture), BBB by Fitch, and a short-term unsecured debt rating of at least F2 by Fitch, Obligations) or at least the equivalent rating from another nationally recognized statistical rating organization, if there is such an institution willing, able and legally qualified to perform the duties of the "Delaware Trustee" hereunder upon reasonable or customary terms. Any corporation into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Delaware Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Delaware Trustee may be transferred, shall, subject to the preceding sentence, be the "Delaware Trustee" under this Trust Agreement without further act. Any successor Delaware Trustee, however appointed, shall be competent and qualified to (i) serve as a trustee of a Delaware statutory trust, (ii) take all action required by the Delaware Trustee pursuant to the Transaction Documents, this Trust Agreement and any other agreement contemplated by any of the foregoing, and (iii) until termination of the Indenture in accordance with its terms, be an Independent Trustee. There shall be at all times at least one "Delaware Trustee" that meets the requirements of the laws of the State of Delaware. Notwithstanding anything herein to the contrary, the resignation or removal of the Delaware Trustee shall not be effective unless and until the Required Certificateholders appoint a successor Delaware Trustee meeting the requirements specified above.

Resignation and Successors. The Delaware Trustee or any successor may resign at any time without cause by giving at least 60 days' prior written notice to the Certificateholders. The Required Certificateholders, may at any time remove the Delaware Trustee without cause by written notice to the Delaware Trustee, any such resignation or removal to be effective upon the acceptance of appointment by a successor Delaware Trustee as hereinafter provided. In the event of the resignation or removal of the Delaware Trustee, the Required Certificateholders shall appoint a successor by written instrument. If a successor Delaware Trustee shall not have been appointed within 60 days after the giving of such notice, the Delaware Trustee or the Required Certificateholders may apply to any court of competent jurisdiction in the United States to appoint a successor Delaware Trustee to act until such time, if any, as a successor shall have been appointed as provided above. Any successor so appointed by such court shall immediately and without further act be superseded by any successor appointed by the Required Certificateholders. Any successor, however appointed, shall execute and deliver to its predecessor Delaware Trustee an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Delaware Trustee in the trusts hereunder with like effect as if originally named "Delaware Trustee" herein; but upon the written request of such successor, and upon payment to the predecessor Delaware Trustee of all amounts due to it under this Trust Agreement, such predecessor shall execute and deliver an instrument transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all moneys or other property then held by such predecessor upon the trusts herein expressed. Any right of the Certificateholders against the predecessor Delaware Trustee, in its individual capacity, shall not be prejudiced by the appointment of any successor Delaware Trustee and shall survive the termination of the trusts created hereby. Any successor, however appointed, shall be a bank or a trust company incorporated or organized and doing business within the United States of America with its principal place of business in the State of Delaware that is an Independent Trustee and either (a) having (or having a parent or affiliate that has) a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by federal banking authorities and (b) having (or having its obligations hereunder guaranteed by a trust company that has) a long-term unsecured debt rating of at least BBB- by Standard & Poor's, Baa3 by Xxxxx'x (so long as Xxxxx'x provides a rating on any of the Obligations under the Indenture), BBB by Fitch, and a short-term unsecured debt rating of at least F2 by Fitch, or at least the equivalent rating from another nationally recognized statistical rating organization, if there is such an institution willing, able and legally qualified to perform the duties of the "Delaware Trustee" hereunder upon reasonable or customary terms. Any corporation into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Delaware Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Delaware Trustee may be transferred, shall, subject to the preceding sentence, be the "Delaware Trustee" under this Trust Agreement without further act. Any successor Delaware Trustee, however appointed, shall be competent and qualified to (i) serve as a trustee of a Delaware statutory trust, (ii) take all action required by the Delaware Trustee pursuant to the Transaction Documents, this Trust Agreement and any other agreement contemplated by any of the foregoing, and (iii) until termination of the Indenture in accordance with its terms, be an Independent Trustee. There shall be at all times at least one "Delaware Trustee" that meets the requirements of the laws of the State of Delaware. Notwithstanding anything herein to the contrary, the resignation or removal of the Delaware Trustee shall not be effective unless and until the Required Certificateholders appoint a successor Delaware Trustee meeting the requirements specified above.

Resignation and Successors. The Delaware Trustee or any successor may resign at any time without cause by giving at least 60 days' ’ prior written notice to the Certificateholders. The Required Certificateholders, may at any time remove the Delaware Trustee without cause by written notice to the Delaware Trustee, any such resignation or removal to be effective upon the acceptance of appointment by a successor Delaware Trustee as hereinafter provided. In the event of the resignation or removal of the Delaware Trustee, the Required Certificateholders shall appoint a successor by written instrument. If a successor Delaware Trustee shall not have been appointed within 60 days after the giving of such notice, the Delaware Trustee or the Required Certificateholders may apply to any court of competent jurisdiction in the United States to appoint a successor Delaware Trustee to act until such time, if any, as a successor shall have been appointed as provided above. Any successor so appointed by such court shall immediately and without further act be superseded by any successor appointed by the Required Certificateholders. Any successor, however appointed, shall execute and deliver to its predecessor Delaware Trustee an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Delaware Trustee in the trusts hereunder with like effect as if originally named "“Delaware Trustee" ” herein; but upon the written request of such successor, and upon payment to the predecessor Delaware Trustee of all amounts due to it under this Trust Agreement, such predecessor shall execute and deliver an instrument transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all moneys or other property then held by such predecessor upon the trusts herein expressed. Any right of the Certificateholders against the predecessor Delaware Trustee, in its individual capacity, shall not be prejudiced by the appointment of any successor Delaware Trustee and shall survive the termination of the trusts created hereby. Any successor, however appointed, shall be a bank or a trust company incorporated or organized and doing business within the United States of America with its principal place of business in the State of Delaware that is an Independent Trustee and either (a) having (or having a parent or affiliate that has) a combined capital and surplus of at least $50,000,000 [50,000,000] and being subject to supervision or examination by federal banking authorities and (b) having (or having its obligations hereunder guaranteed by a trust company that has) a long-term unsecured debt rating of at least BBB- [BBB-] by Standard & Poor's’s, Baa3 [Baa3] by Xxxxx'x Xxxxx’x (so long as Xxxxx'x Xxxxx’x provides a rating on any of the Obligations under the Indenture), BBB by Fitch, and a short-term unsecured debt rating of at least F2 by Fitch, ) or at least the equivalent rating from another nationally recognized statistical rating organization, if there is such an institution willing, able and legally qualified to perform the duties of the "“Delaware Trustee" ” hereunder upon reasonable or customary terms. Any corporation into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Delaware Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Delaware Trustee may be transferred, shall, subject to the preceding sentence, be the "“Delaware Trustee" ” under this Trust Agreement without further act. Any successor Delaware Trustee, however appointed, shall be competent and qualified to (i) serve as a trustee of a Delaware statutory trust, (ii) take all action required by the Delaware Trustee pursuant to the Transaction Documents, this Trust Agreement and any other agreement contemplated by any of the foregoing, and (iii) until termination of the Indenture in accordance with its terms, be an Independent Trustee. There shall be at all times at least one "“Delaware Trustee" ” that meets the requirements of the laws of the State of Delaware. Notwithstanding anything herein to the contrary, the resignation or removal of the Delaware Trustee shall not be effective unless and until the Required Certificateholders appoint a successor Delaware Trustee meeting the requirements specified above.

Resignation and Successors. The Delaware Trustee or any successor may resign at any time without cause by giving at least 60 days' ’ prior written notice to the Certificateholders. The Required Certificateholders, may at any time remove the Delaware Trustee without cause by written notice to the Delaware Trustee, any such resignation or removal to be effective upon the acceptance of appointment by a successor Delaware Trustee as hereinafter provided. In the event of the resignation or removal of the Delaware Trustee, the Required Certificateholders shall appoint a successor by written instrument. If a successor Delaware Trustee shall not have been appointed within 60 days after the giving of such notice, the Delaware Trustee or the Required Certificateholders may apply to any court of competent jurisdiction in the United States to appoint a successor Delaware Trustee to act until such time, if any, as a successor shall have been appointed as provided above. Any successor so appointed by such court shall immediately and without further act be superseded by any successor appointed by the Required Certificateholders. Any successor, however appointed, shall execute and deliver to its predecessor Delaware Trustee an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Delaware Trustee in the trusts hereunder with like effect as if originally named "“Delaware Trustee" ” herein; but upon the written request of such successor, and upon payment to the predecessor Delaware Trustee of all amounts due to it under this Trust Agreement, such predecessor shall execute and deliver an instrument transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all moneys or other property then held by such predecessor upon the trusts herein expressed. Any right of the Certificateholders against the predecessor Delaware Trustee, in its individual capacity, shall not be prejudiced by the appointment of any successor Delaware Trustee and shall survive the termination of the trusts created hereby. Any successor, however appointed, shall be a bank or a trust company incorporated or organized and doing business within the United States of America with its principal place of business in the State of Delaware that is an Independent Trustee and either (a) having (or having a parent or affiliate that has) a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by federal banking authorities and (b) having (or having its obligations hereunder guaranteed by a trust company that has) a long-term unsecured debt rating of at least BBB- by Standard & Poor's’s, Baa3 by Xxxxx'x Xxxxx’x (so long as Xxxxx'x Xxxxx’x provides a rating on any of the Obligations under the Indenture), BBB by Fitch, and a short-term unsecured debt rating of at least F2 by Fitch, or at least the equivalent rating from another nationally recognized statistical rating organization, if there is such an institution willing, able and legally qualified to perform the duties of the "“Delaware Trustee" ” hereunder upon reasonable or customary terms. Any corporation into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Delaware Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Delaware Trustee may be transferred, shall, subject to the preceding sentence, be the "“Delaware Trustee" ” under this Trust Agreement without further act. Any successor Delaware Trustee, however appointed, shall be competent and qualified to (i) serve as a trustee of a Delaware statutory trust, (ii) take all action required by the Delaware Trustee pursuant to the Transaction Documents, this Trust Agreement and any other agreement contemplated by any of the foregoing, and (iii) until termination of the Indenture in accordance with its terms, be an Independent Trustee. There shall be at all times at least one "“Delaware Trustee" ” that meets the requirements of the laws of the State of Delaware. Notwithstanding anything herein to the contrary, the resignation or removal of the Delaware Trustee shall not be effective unless and until the Required Certificateholders appoint a successor Delaware Trustee meeting the requirements specified above.

Resignation and Successors. The Delaware Trustee or any successor may resign at any time without cause by giving at least 60 days' prior written notice to the Certificateholders. The Required Certificateholders, may at any time remove the Delaware Trustee without cause by written notice to the Delaware Trustee, any such resignation or removal to be effective upon the acceptance of appointment by a successor Delaware Trustee as hereinafter provided. In the event of the resignation or removal of the Delaware Trustee, the Required Certificateholders shall appoint a successor by written instrument. If a successor Delaware Trustee shall not have been appointed within 60 days after the giving of such notice, the Delaware Trustee or the Required Certificateholders may apply to any court of competent jurisdiction in the United States to appoint a successor Delaware Trustee to act until such time, if any, as a successor shall have been appointed as provided above. Any successor so appointed by such court shall immediately and without further act be superseded by any successor appointed by the Required Certificateholders. Any successor, however appointed, shall execute and deliver to its predecessor Delaware Trustee an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Delaware Trustee in the trusts hereunder with like effect as if originally named "Delaware Trustee" herein; but upon the written request of such successor, and upon payment to the predecessor Delaware Trustee of all amounts due to it under this Trust Agreement, such predecessor shall execute and deliver an instrument transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all moneys or other property then held by such predecessor upon the trusts herein expressed. Any right of the Certificateholders against the predecessor Delaware Trustee, in its individual capacity, shall not be prejudiced by the appointment of any successor Delaware Trustee and shall survive the termination of the trusts created hereby. Any successor, however appointed, shall be a bank or a trust company incorporated or organized and doing business within the United States of America with its principal place of business in the State of Delaware that is an Independent Trustee and either (a) having (or having a parent or affiliate that has) a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by federal banking authorities and (b) having (or having its obligations hereunder guaranteed by a trust company that has) a long-term unsecured debt rating of at least BBB- by Standard & Poor's, Baa3 by Xxxxx'x Moody's (so long as Xxxxx'x Moody's provides a rating on any of the Obligations under Obligatixxx xxxer the IndentureIndentxxx), BBB XBB by Fitch, and a short-term unsecured debt rating of at least F2 by Fitch, or at least the equivalent rating from another nationally recognized statistical rating organization, if there is such an institution willing, able and legally qualified to perform the duties of the "Delaware Trustee" hereunder upon reasonable or customary terms. Any corporation into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Delaware Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Delaware Trustee may be transferred, shall, subject to the preceding sentence, be the "Delaware Trustee" under this Trust Agreement without further act. Any successor Delaware Trustee, however appointed, shall be competent and qualified to (i) serve as a trustee of a Delaware statutory trust, (ii) take all action required by the Delaware Trustee pursuant to the Transaction Documents, this Trust Agreement and any other agreement contemplated by any of the foregoing, and (iii) until termination of the Indenture in accordance with its terms, be an Independent Trustee. There shall be at all times at least one "Delaware Trustee" that meets the requirements of the laws of the State of Delaware. Notwithstanding anything herein to the contrary, the resignation or removal of the Delaware Trustee shall not be effective unless and until the Required Certificateholders appoint a successor Delaware Trustee meeting the requirements specified above.

Resignation and Successors. The Delaware Trustee or any successor may resign at any time without cause by giving at least 60 days' ’ prior written notice to the Certificateholders. The Required Certificateholders, may at any time remove the Delaware Trustee without cause by written notice to the Delaware Trustee, any such resignation or removal to be effective upon the acceptance of appointment by a successor Delaware Trustee as hereinafter provided. In the event of the resignation or removal of the Delaware Trustee, the Required Certificateholders shall appoint a successor by written instrument. If a successor Delaware Trustee shall not have been appointed within 60 days after the giving of such notice, the Delaware Trustee or the Required Certificateholders may apply to any court of competent jurisdiction in the United States to appoint a successor Delaware Trustee to act until such time, if any, as a successor shall have been appointed as provided above. Any successor so appointed by such court shall immediately and without further act be superseded by any successor appointed by the Required Certificateholders. Any successor, however appointed, shall execute and deliver to its predecessor Delaware Trustee an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Delaware Trustee in the trusts hereunder with like effect as if originally named "“Delaware Trustee" ” herein; but upon the written request of such successor, and upon payment to the predecessor Delaware Trustee of all amounts due to it under this Trust Agreement, such predecessor shall execute and deliver an instrument transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all moneys or other property then held by such predecessor upon the trusts herein expressed. Any right of the Certificateholders against the predecessor Delaware Trustee, in its individual capacity, shall not be prejudiced by the appointment of any successor Delaware Trustee and shall survive the termination of the trusts created hereby. Any successor, however appointed, shall be a bank or a trust company incorporated or organized and doing business within the United States of America with its principal place of business in the State of Delaware that is an Independent Trustee and either (a) having (or having a parent or affiliate that has) a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by federal banking authorities and (b) having (or having its obligations hereunder guaranteed by a trust company that has) a long-term unsecured debt rating of at least BBB- by Standard & Poor's’s, Baa3 by Xxxxx'x (so long as Xxxxx'x provides a rating on any of the Obligations under the Indenture), BBB by Fitch, and a short-term unsecured debt rating of at least F2 by Fitch, Xxxxx’x or at least the equivalent rating from another nationally recognized statistical rating organization, if there is such an institution willing, able and legally qualified to perform the duties of the "Delaware Trustee" Trustee hereunder upon reasonable or customary terms. Any corporation into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Delaware Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Delaware Trustee may be transferred, shall, subject to the preceding sentence, be the "“Delaware Trustee" ” under this Trust Agreement without further act. Any successor Delaware Trustee, however appointed, shall be competent and qualified to (i) serve as a trustee of a Delaware statutory trust, (ii) take all action required by the Delaware Trustee pursuant to the Transaction Documents, this Trust Agreement and any other agreement contemplated by any of the foregoing, and (iii) until termination of the Indenture in accordance with its terms, be an Independent Trustee. There shall be at all times at least one "“Delaware Trustee" ” that meets the requirements of the laws of the State of Delaware. Notwithstanding anything herein to the contrary, the resignation or removal of the Delaware Trustee shall not be effective unless and until the Required Certificateholders appoint a successor Delaware Trustee meeting the requirements specified above.

Resignation and Successors. The Delaware Trustee or any successor may resign at any time without cause by giving at least 60 days' prior written notice to the Certificateholders. The Required Certificateholders, may at any time remove the Delaware Trustee without cause by written notice to the Delaware Trustee, any such resignation or removal to be effective upon the acceptance of appointment by a successor Delaware Trustee as hereinafter provided. In the event of the resignation or removal of the Delaware Trustee, the Required Certificateholders shall appoint a successor by written instrument. If a successor Delaware Trustee shall not have been appointed within 60 days after the giving of such notice, the Delaware Trustee or the Required Certificateholders may apply to any court of competent jurisdiction in the United States to appoint a successor Delaware Trustee to act until such time, if any, as a successor shall have been appointed as provided above. Any successor so appointed by such court shall immediately and without further act be superseded by any successor appointed by the Required Certificateholders. Any successor, however appointed, shall execute and deliver to its predecessor Delaware Trustee an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Delaware Trustee in the trusts hereunder with like effect as if originally named "Delaware Trustee" herein; but upon the written request of such successor, and upon payment to the predecessor Delaware Trustee of all amounts due to it under this Trust Agreement, such predecessor shall execute and deliver an instrument transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all moneys or other property then held by such predecessor upon the trusts herein expressed. Any right of the Certificateholders against the predecessor Delaware Trust Company Trustee, in its individual capacity, shall not be prejudiced by the appointment of any successor Delaware Trustee and shall survive the termination of the trusts created hereby. Any successor, however appointed, shall be a bank or a trust company incorporated or organized and doing business within the United States of America with its principal place of business in the State of Delaware that is an Independent Trustee and either (a) having (or having a parent or affiliate that has) a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by federal banking authorities and (b) having (or having its obligations hereunder guaranteed by a trust company that has) a long-term unsecured debt rating of at least BBB- by Standard & Poor's, Baa3 by Xxxxx'x (so long as Xxxxx'x provides a rating on any of the Obligations under the Indenture), BBB by Fitch, and a short-term unsecured debt rating of at least F2 by Fitch, Mxxxx'x or at least the equivalent rating from another nationally recognized statistical rating organization, if there is such an institution willing, able and legally qualified to perform the duties of the "Delaware Trustee" hereunder upon reasonable or customary terms. Any corporation into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Delaware Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Delaware Trustee may be transferred, shall, subject to the preceding sentence, be the "Delaware Trustee" under this Trust Agreement without further act. Any successor Delaware Trustee, however appointed, shall be competent and qualified to (i) serve as a trustee of a Delaware statutory business trust, (ii) take all action required by the Delaware Trustee pursuant to the Transaction Documents, this Trust Agreement and any other agreement contemplated by any of the foregoing, and (iii) until termination of the Indenture in accordance with its terms, be an Independent Trustee. There shall be at all times at least one "Delaware Trustee" that meets the requirements of the laws of the State of Delaware. Notwithstanding anything herein to the contrary, the resignation or removal of the Delaware Trustee shall not be effective unless and until the Required Certificateholders appoint a successor Delaware Trustee meeting the requirements specified above.

Resignation and Successors. The Delaware Trustee or any successor may resign at any time without cause by giving at least 60 days' prior written notice to the Certificateholders. The Required Certificateholders, may at any time remove the Delaware Trustee without cause by written notice to the Delaware Trustee, any such resignation or removal to be effective upon the acceptance of appointment by a successor Delaware Trustee as hereinafter provided. In the event of the resignation or removal of the Delaware Trustee, the Required Certificateholders shall appoint a successor by written instrument. If a successor Delaware Trustee shall not have been appointed within 60 days after the giving of such notice, the Delaware Trustee or the Required Certificateholders may apply to any court of competent jurisdiction in the United States to appoint a successor Delaware Trustee to act until such time, if any, as a successor shall have been appointed as provided above. Any successor so appointed by such court shall immediately and without further act be superseded by any successor appointed by the Required Certificateholders. Any successor, however appointed, shall execute and deliver to its predecessor Delaware Trustee an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Delaware Trustee in the trusts hereunder with like effect as if originally named "Delaware Trustee" herein; but upon the written request of such successor, and upon payment to the predecessor Delaware Trustee of all amounts due to it under this Trust Agreement, such predecessor shall execute and deliver an instrument transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all moneys or other property then held by such predecessor upon the trusts herein expressed. Any right of the Certificateholders against the predecessor Delaware Trustee, in its individual capacity, shall not be prejudiced by the appointment of any successor Delaware Trustee and shall survive the termination of the trusts created hereby. Any successor, however appointed, shall be a bank or a trust company incorporated or organized and doing business within the United States of America with its principal place of business in the State of Delaware that is an Independent Trustee and either (a) having (or having a parent or affiliate that has) a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by federal banking authorities and (b) having (or having its obligations hereunder guaranteed by a trust company that has) a long-term unsecured debt rating of at least BBB- by Standard & Poor's, Baa3 by Xxxxx'x (so long as Xxxxx'x provides a rating Rating on any of the Obligations under the Indenture), BBB by Fitch, and a short-term unsecured debt rating of at least F2 by Fitch, Obligations) or at least the equivalent rating from another nationally recognized statistical rating organization, if there is such an institution willing, able and legally qualified to perform the duties of the "Delaware Trustee" hereunder upon reasonable or customary terms. Any corporation into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Delaware Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Delaware Trustee may be transferred, shall, subject to the preceding sentence, be the "Delaware Trustee" under this Trust Agreement without further act. Any successor Delaware Trustee, however appointed, shall be competent and qualified to (i) serve as a trustee of a Delaware statutory trust, (ii) take all action required by the Delaware Trustee pursuant to the Transaction Documents, this Trust Agreement and any other agreement contemplated by any of the foregoing, and (iii) until termination of the Indenture in accordance with its terms, be an Independent Trustee. There shall be at all times at least one "Delaware Trustee" that meets the requirements of the laws of the State of Delaware. Notwithstanding anything herein to the contrary, the resignation or removal of the Delaware Trustee shall not be effective unless and until the Required Certificateholders appoint a successor Delaware Trustee meeting the requirements specified above.

Resignation and Successors. The Delaware Trustee or any successor may resign at any time without cause by giving at least 60 days' prior written notice to the Certificateholders. The Required Certificateholders, may at any time remove the Delaware Trustee without cause by written notice to the Delaware Trustee, any such resignation or removal to be effective upon the acceptance of appointment by a successor Delaware Trustee as hereinafter provided. In the event of the resignation or removal of the Delaware Trustee, the Required Certificateholders shall appoint a successor by written instrument. If a successor Delaware Trustee shall not have been appointed within 60 days after the giving of such notice, the Delaware Trustee or the Required Certificateholders may apply to any court of competent jurisdiction in the United States to appoint a successor Delaware Trustee to act until such time, if any, as a successor shall have been appointed as provided above. Any successor so appointed by such court shall immediately and without further act be superseded by any successor appointed by the Required Certificateholders. Any successor, however appointed, shall execute and deliver to its predecessor Delaware Trustee an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Delaware Trustee in the trusts hereunder with like effect as if originally named "Delaware Trustee" herein; but upon the written request of such successor, and upon payment to the predecessor Delaware Trustee of all amounts due to it under this Trust Agreement, such predecessor shall execute and deliver an instrument transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all moneys or other property then held by such predecessor upon the trusts herein expressed. Any right of the Certificateholders against the predecessor Delaware Trustee, in its individual capacity, shall not be prejudiced by the appointment of any successor Delaware Trustee and shall survive the termination of the trusts created hereby. Any successor, however appointed, shall be a bank or a trust company incorporated or organized and doing business within the United States of America with its principal place of business in the State of Delaware that is an Independent Trustee and either (a) having (or having a parent or affiliate that has) a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by federal banking authorities and (b) having (or having its obligations hereunder guaranteed by a trust company that has) a long-term unsecured debt rating of at least BBB- by Standard & Poor's, Baa3 by Xxxxx'x Moody's (so long as Xxxxx'x Moody's provides a rating Rating on any of the Obligations under the Indenture), BBB by Fitch, and a short-term unsecured debt rating of at least F2 by Fitch, or Obligatixxx) xx at least the equivalent xxxxxxlent rating from another nationally recognized statistical rating organization, if there is such an institution willing, able and legally qualified to perform the duties of the "Delaware Trustee" hereunder upon reasonable or customary terms. Any corporation into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Delaware Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Delaware Trustee may be transferred, shall, subject to the preceding sentence, be the "Delaware Trustee" under this Trust Agreement without further act. Any successor Delaware Trustee, however appointed, shall be competent and qualified to (i) serve as a trustee of a Delaware statutory trust, (ii) take all action required by the Delaware Trustee pursuant to the Transaction Documents, this Trust Agreement and any other agreement contemplated by any of the foregoing, and (iii) until termination of the Indenture in accordance with its terms, be an Independent Trustee. There shall be at all times at least one "Delaware Trustee" that meets the requirements of the laws of the State of Delaware. Notwithstanding anything herein to the contrary, the resignation or removal of the Delaware Trustee shall not be effective unless and until the Required Certificateholders appoint a successor Delaware Trustee meeting the requirements specified above.

Resignation and Successors. The Delaware Trustee or any successor may resign at any time without cause by giving at least 60 days' prior written notice to the Certificateholders. The Required Certificateholders, may at any time remove the Delaware Trustee without cause by written notice to the Delaware Trustee, any such resignation or removal to be effective upon the acceptance of appointment by a successor Delaware Trustee as hereinafter provided. In the event of the resignation or removal of the Delaware Trustee, the Required Certificateholders shall appoint a successor by written instrument. If a successor Delaware Trustee shall not have been appointed within 60 days after the giving of such notice, the Delaware Trustee or the Required Certificateholders may apply to any court of competent jurisdiction in the United States to appoint a successor Delaware Trustee to act until such time, if any, as a successor shall have been appointed as provided above. Any successor so appointed by such court shall immediately and without further act be superseded by any successor appointed by the Required Certificateholders. Any successor, however appointed, shall execute and deliver to its predecessor Delaware Trustee an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Delaware Trustee in the trusts hereunder with like effect as if originally named "Delaware Trustee" herein; but upon the written request of such successor, and upon payment to the predecessor Delaware Trustee of all amounts due to it under this Trust Agreement, such predecessor shall execute and deliver an instrument transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all moneys or other property then held by such predecessor upon the trusts herein expressed. Any right of the Certificateholders against the predecessor Delaware Trust Company Trustee, in its individual capacity, shall not be prejudiced by the appointment of any successor Delaware Trustee and shall survive the termination of the trusts created hereby. Any successor, however appointed, shall be a bank or a trust company incorporated or organized and doing business within the United States of America with its principal place of business in the State of Delaware that is an Independent Trustee and either (a) having (or having a parent or affiliate that has) a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by federal banking authorities and (b) having (or having its obligations hereunder guaranteed by a trust company that has) a long-term unsecured debt rating of at least BBB- by Standard & Poor's, Baa3 by Xxxxx'x Moody's (so long as Xxxxx'x provides Moody'x xxxxides a rating on any Rating xx xxx of the Obligations under the Indenture), BBB by Fitch, and a short-term unsecured debt rating of at least F2 by Fitch, Obligations) or at least the equivalent rating from another nationally recognized statistical rating organization, if there is such an institution willing, able and legally qualified to perform the duties of the "Delaware Trustee" hereunder upon reasonable or customary terms. Any corporation into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Delaware Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Delaware Trustee may be transferred, shall, subject to the preceding sentence, be the "Delaware Trustee" under this Trust Agreement without further act. Any successor Delaware Trustee, however appointed, shall be competent and qualified to (i) serve as a trustee of a Delaware statutory trust, (ii) take all action required by the Delaware Trustee pursuant to the Transaction Documents, this Trust Agreement and any other agreement contemplated by any of the foregoing, and (iii) until termination of the Indenture in accordance with its terms, be an Independent Trustee. There shall be at all times at least one "Delaware Trustee" that meets the requirements of the laws of the State of Delaware. Notwithstanding anything herein to the contrary, the resignation or removal of the Delaware Trustee shall not be effective unless and until the Required Certificateholders appoint a successor Delaware Trustee meeting the requirements specified above.

Resignation and Successors. The Delaware Trustee or any successor may resign at any time without cause by giving at least 60 days' prior written notice to the Certificateholders. The Required Certificateholders, may at any time remove the Delaware Trustee without cause by written notice to the Delaware Trustee, any such resignation or removal to be effective upon the acceptance of appointment by a successor Delaware Trustee as hereinafter provided. In the event of the resignation or removal of the Delaware Trustee, the Required Certificateholders shall appoint a successor by written instrument. If a successor Delaware Trustee shall not have been appointed within 60 days after the giving of such notice, the Delaware Trustee or the Required Certificateholders may apply to any court of competent jurisdiction in the United States to appoint a successor Delaware Trustee to act until such time, if any, as a successor shall have been appointed as provided above. Any successor so appointed by such court shall immediately and without further act be superseded by any successor appointed by the Required Certificateholders. Any successor, however appointed, shall execute and deliver to its predecessor Delaware Trustee an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Delaware Trustee in the trusts hereunder with like effect as if originally named "Delaware Trustee" herein; but upon the written request of such successor, and upon payment to the predecessor Delaware Trustee of all amounts due to it under this Trust Agreement, such predecessor shall execute and deliver an instrument transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all moneys or other property then held by such predecessor upon the trusts herein expressed. Any right of the Certificateholders against the predecessor Delaware Trustee, in its individual capacity, shall not be prejudiced by the appointment of any successor Delaware Trustee and shall survive the termination of the trusts created hereby. Any successor, however appointed, shall be a bank or a trust company incorporated or organized and doing business within the United States of America with its principal place of business in the State of Delaware that is an Independent Trustee and either (a) having (or having a parent or affiliate that has) a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by federal banking authorities and (b) having (or having its obligations hereunder guaranteed by a trust company that has) a long-term unsecured debt rating of at least BBB- by Standard & Poor's, Baa3 by Xxxxx'x (so long as Xxxxx'x provides a rating on any of the Obligations under the Indenture), BBB by Fitch, and a short-term unsecured debt rating of at least F2 by Fitch, or at least the equivalent rating from another nationally recognized statistical rating organization, if there is such an institution willing, able and legally qualified to perform the duties of the "Delaware Trustee" Trustee hereunder upon reasonable or customary terms. Any corporation into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Delaware Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Delaware Trustee may be transferred, shall, subject to the preceding sentence, be the "Delaware Trustee" under this Trust Agreement without further act. Any successor Delaware Trustee, however appointed, shall be competent and qualified to (i) serve as a trustee of a Delaware statutory trust, (ii) take all action required by the Delaware Trustee pursuant to the Transaction Documents, this Trust Agreement and any other agreement contemplated by any of the foregoing, and (iii) until termination of the Indenture in accordance with its terms, be an Independent Trustee. There shall be at all times at least one "Delaware Trustee" that meets the requirements of the laws of the State of Delaware. Notwithstanding anything herein to the contrary, the resignation or removal of the Delaware Trustee shall not be effective unless and until the Required Certificateholders appoint a successor Delaware Trustee meeting the requirements specified above.

Resignation and Successors. The Delaware Trustee or any successor may resign at any time without cause by giving at least 60 days' prior written notice to the Certificateholders. The Required Certificateholders, may at any time remove the Delaware Trustee without cause by written notice to the Delaware Trustee, any such resignation or removal to be effective upon the acceptance of appointment by a successor Delaware Trustee as hereinafter provided. In the event of the resignation or removal of the Delaware Trustee, the Required Certificateholders shall appoint a successor by written instrument. If a successor Delaware Trustee shall not have been appointed within 60 days after the giving of such notice, the Delaware Trustee or the Required Certificateholders may apply to any court of competent jurisdiction in the United States to appoint a successor Delaware Trustee to act until such time, if any, as a successor shall have been appointed as provided above. Any successor so appointed by such court shall immediately and without further act be superseded by any successor appointed by the Required Certificateholders. Any successor, however appointed, shall execute and deliver to its predecessor Delaware Trustee an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Delaware Trustee in the trusts hereunder with like effect as if originally named "Delaware Trustee" herein; but upon the written request of such successor, and upon payment to the predecessor Delaware Trustee of all amounts due to it under this Trust Agreement, such predecessor shall execute and deliver an instrument transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all moneys or other property then held by such predecessor upon the trusts herein expressed. Any right of the Certificateholders against the predecessor Delaware Trust Company Trustee, in its individual capacity, shall not be prejudiced by the appointment of any successor Delaware Trustee and shall survive the termination of the trusts created hereby. Any successor, however appointed, shall be a bank or a trust company incorporated or organized and doing business within the United States of America with its principal place of business in the State of Delaware that is an Independent Trustee and either (a) having (or having a parent or affiliate that has) a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by federal banking authorities and (b) having (or having its obligations hereunder guaranteed by a trust company that has) a long-term unsecured debt rating of at least BBB- by Standard & Poor's, Baa3 by Xxxxx'x (so long as Xxxxx'x provides a rating on any of the Obligations under the Indenture), BBB by Fitch, and a short-term unsecured debt rating of at least F2 by Fitch, Moody's or at least the equivalent rating from another nationally recognized recxxxxxxx statistical rating organization, if there is such an institution willing, able and legally qualified to perform the duties of the "Delaware Trustee" hereunder upon reasonable or customary terms. Any corporation into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Delaware Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Delaware Trustee may be transferred, shall, subject to the preceding sentence, be the "Delaware Trustee" under this Trust Agreement without further act. Any successor Delaware Trustee, however appointed, shall be competent and qualified to (i) serve as a trustee of a Delaware statutory trust, (ii) take all action required by the Delaware Trustee pursuant to the Transaction Documents, this Trust Agreement and any other agreement contemplated by any of the foregoing, and (iii) until termination of the Indenture in accordance with its terms, be an Independent Trustee. There shall be at all times at least one "Delaware Trustee" that meets the requirements of the laws of the State of Delaware. Notwithstanding anything herein to the contrary, the resignation or removal of the Delaware Trustee shall not be effective unless and until the Required Certificateholders appoint a successor Delaware Trustee meeting the requirements specified above.

Resignation and Successors. The Delaware Trustee or any successor may resign at any time without cause by giving at least 60 days' prior written notice to the Certificateholders. The Required Certificateholders, may at any time remove the Delaware Trustee without cause by written notice to the Delaware Trustee, any such resignation or removal to be effective upon the acceptance of appointment by a successor Delaware Trustee as hereinafter provided. In the event of the resignation or removal of the Delaware Trustee, the Required Certificateholders shall appoint a successor by written instrument. If a successor Delaware Trustee shall not have been appointed within 60 days after the giving of such notice, the Delaware Trustee or the Required Certificateholders may apply to any court of competent jurisdiction in the United States to appoint a successor Delaware Trustee to act until such time, if any, as a successor shall have been appointed as provided above. Any successor so appointed by such court shall immediately and without further act be superseded by any successor appointed by the Required Certificateholders. Any successor, however appointed, shall execute and deliver to its predecessor Delaware Trustee an instrument accepting such appointment, and thereupon such successor, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Delaware Trustee in the trusts hereunder with like effect as if originally named "Delaware Trustee" herein; but upon the written request of such successor, and upon payment to the predecessor Delaware Trustee of all amounts due to it under this Trust Agreement, such predecessor shall execute and deliver an instrument transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers, duties and trusts of such predecessor, and such predecessor shall duly assign, transfer, deliver and pay over to such successor all moneys or other property then held by such predecessor upon the trusts herein expressed. Any right of the Certificateholders against the predecessor Delaware Trust Company Trustee, in its individual capacity, shall not be prejudiced by the appointment of any successor Delaware Trustee and shall survive the termination of the trusts created hereby. Any successor, however appointed, shall be a bank or a trust company incorporated or organized and doing business within the United States of America with its principal place of business in the State of Delaware that is an Independent Trustee and either (a) having (or having a parent or affiliate that has) a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by federal banking authorities and (b) having (or having its obligations hereunder guaranteed by a trust company that has) a long-term unsecured debt rating of at least BBB- by Standard & Poor's, Baa3 by Xxxxx'x (so long as Xxxxx'x provides a rating on any of the Obligations under the Indenture), BBB by Fitch, and a short-term unsecured debt rating of at least F2 by Fitch, Moody's or at least the equivalent rating from another nationally recognized recxxxxxxx statistical rating organization, if there is such an institution willing, able and legally qualified to perform the duties of the "Delaware Trustee" hereunder upon reasonable or customary terms. Any corporation into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Delaware Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Delaware Trustee may be transferred, shall, subject to the preceding sentence, be the "Delaware Trustee" under this Trust Agreement without further act. Any successor Delaware Trustee, however appointed, shall be competent and qualified to (i) serve as a trustee of a Delaware statutory business trust, (ii) take all action required by the Delaware Trustee pursuant to the Transaction Documents, this Trust Agreement and any other agreement contemplated by any of the foregoing, and (iii) until termination of the Indenture in accordance with its terms, be an Independent Trustee. There shall be at all times at least one "Delaware Trustee" that meets the requirements of the laws of the State of Delaware. Notwithstanding anything herein to the contrary, the resignation or removal of the Delaware Trustee shall not be effective unless and until the Required Certificateholders appoint a successor Delaware Trustee meeting the requirements specified above.