Common use of Resignation of Trustee; Appointment of Successor Clause in Contracts

Resignation of Trustee; Appointment of Successor. (a) The resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section 7.01. The Trustee or any successor thereto may resign at any time without cause by giving at least 30 days' prior written notice to the Company and the Holders of the Equipment Notes. A Majority in Interest may at any time remove the Trustee without cause upon 60 days prior written notice by an instrument in writing delivered to the Company and the Trustee. In addition, the Company may remove the Trustee if: (i) the Trustee fails to comply with Section 7.01(c), (ii) the Trustee is adjudged a bankrupt or an insolvent, (iii) a receiver or public officer takes charge of the Trustee or its property or (iv) the Trustee becomes incapable of acting as provided herein. In the case of the resignation or removal of the Trustee, the Company shall promptly appoint a successor Trustee, provided that a Majority in Interest may appoint, within one year after such resignation or removal, a successor Trustee which may be other than the successor Trustee appointed as provided above, and such successor Trustee appointed as provided above shall be superseded by the successor Trustee so appointed by a Majority in Interest. If a successor Trustee shall not have been appointed and accepted its appointment hereunder within 60 days after the Trustee gives notice of resignation as provided above, the retiring Trustee, the Company or a Majority in Interest may petition any court of competent jurisdiction for the appointment of a successor Trustee. Any successor Trustee so appointed by such court shall immediately and without further act be superseded by any successor Trustee appointed as provided in the proviso to the fifth sentence of this paragraph (a) within one year from the date of the appointment by such court. (b) Any successor Trustee, however appointed, shall execute and deliver to the Company and to the predecessor Trustee an instrument accepting such appointment, and thereupon such successor Trustee, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Trustee hereunder in the trusts hereunder applicable to it with like effect as if originally named the Trustee herein; but nevertheless, upon the written request of such successor Trustee, such predecessor Trustee shall execute and deliver an instrument transferring to such Trustee, upon the trusts herein expressed applicable to it, all the estates, properties, rights, powers and trusts of such predecessor Trustee, and such Trustee shall duly assign, transfer, deliver and pay over to such successor Trustee all money or other property then held by such predecessor Trustee hereunder. (c) The Trustee shall be a bank or trust company, organized under the laws of the United States of America or any state thereof, having a combined capital and surplus of at least $50,000,000 (or the obligations and liabilities of which are irrevocably and unconditionally guaranteed by an affiliated company having a combined capital and surplus of at least $50,000,000), if there be such an institution willing, able and legally qualified to perform the duties of the Trustee hereunder upon reasonable or customary terms. (d) Any corporation into which the 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 Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Trustee may be transferred, shall, subject to the terms of paragraph (c) of this Section, be the Trustee under this Indenture without further act.

Resignation of Trustee; Appointment of Successor. (a) The resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section 7.01. The Trustee or any successor thereto Trustees may resign at any time without cause by giving at least 30 90 days' prior written notice to the Company Grantor and any Owner, such resignation to be effective upon the Holders acceptance of appointment by a successor Trustee under Section 11.01(b). In addition, the Equipment Notes. A Majority Grantor or, in Interest the event of a Transfer, any Owner may at any time remove any of the Trustee Trustees with or without cause upon 60 days prior written notice by an instrument in writing delivered to the Company and Trustee, such removal to be effective upon the Trustee. In additionacceptance of appointment by a successor Trustee under Section 11.01(b); except that, neither the Company Grantor nor any Owner may remove the Independent Trustee if: (i) the Trustee fails to comply with Section 7.01(c)without cause, (ii) after an Event of Default under the Trustee is adjudged a bankrupt Indenture or an insolvent, (iii) a receiver if the removal of one or public officer takes charge more Trustees would cause the breach of the Trustee or its property or (iv) the Trustee becomes incapable of acting as provided hereinSection 2.04(b). In the case of the resignation or removal of the a Trustee, the Company shall promptly Grantor or, in the event of a Transfer, any Owner may appoint a successor Trustee by an instrument signed by the Grantor or any Owner, as applicable, subject to Section 2.04(b). If the last remaining Trustee of the Trust resigns or is removed or the Issuer Trustee, provided that a Majority in Interest may appoint, within one year after such resignation the Independent Trustee or removal, a successor the Delaware Trustee which may be other than the successor Trustee appointed as provided above, resigns or is removed and such successor Trustee appointed as provided above shall be superseded by the successor Trustee so appointed by a Majority in Interest. If a successor Trustee shall not have been appointed and accepted its appointment hereunder within 60 30 days after the Trustee gives giving of written notice of such resignation as provided aboveor the delivery of the written instrument with respect to such removal, the retiring such Trustee, the Company Grantor or a Majority in Interest any Owner may petition apply to any court of competent jurisdiction for the appointment of to appoint a successor TrusteeTrustee in compliance with Section 2.04(b) to act until such time, if any, as a successor Trustee shall have been appointed as provided above. Any successor Trustee so appointed by such court shall immediately and without further act be superseded by any successor Trustee appointed as provided in above provided. In the proviso event of removal of a Trustee, the Trustee so removed shall be entitled to the fifth sentence of this paragraph (a) within one year from compensation and reimbursement for expenses incurred through the date of the appointment by such courtremoval. (b) Any successor Trustee, however appointed, shall execute and deliver to the Company and to the predecessor Trustee and the Trust an instrument accepting such appointment, and thereupon such successor Trustee, without further actacts, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Trustee hereunder in the trusts hereunder applicable to it with like effect as if originally named the as a Trustee herein; but nevertheless, upon the written request of such successor Trustee, such predecessor Trustee shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed applicable to itexpressed, all the estates, properties, rights, powers powers, duties and trusts of such predecessor Trustee, and such predecessor Trustee shall duly assign, transfer, deliver and pay over to such successor Trustee all money moneys or other property then held or subsequently received by such predecessor Trustee hereunderupon the trusts herein expressed. (c) The Trustee Any successor Issuer Trustee, however appointed, shall be a bank or trust company, organized under the laws of company incorporated and doing business within the United States of America or any state thereof, having a combined capital and surplus of at least $50,000,000 (or the obligations and liabilities of which are irrevocably and unconditionally guaranteed by an affiliated company having a combined capital and surplus of at least $50,000,000), if there be such an institution willing, able and legally qualified to perform the duties of the Trustee hereunder upon reasonable or customary terms. (d) . Any corporation into which the Issuer 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 Issuer Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Issuer Trustee may be transferred, shall, subject to the terms of paragraph (c) of this SectionAgreement, be the Issuer Trustee of the Trust under this Indenture Agreement without further actact or consent of any Person.

Resignation of Trustee; Appointment of Successor. (a) The resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section 7.01. The Trustee or any successor thereto may resign at any time without cause by giving at least 30 60 days' prior written notice to iPCS, such resignation to be effective on the Company and the Holders acceptance of the Equipment Notesappointment by a successor Trustee under Section 7.1(b). A Majority in Interest In addition, iPCS may at any time remove the Trustee without solely for cause upon 60 days prior written notice by an instrument in writing delivered to the Company and Trustee, such removal to be effective upon the Trusteeacceptance of appointment by a successor Trustee under Section 7.1(b). In addition, the Company may remove the Trustee if: (i) the Trustee fails to comply with Section 7.01(c), (ii) the Trustee is adjudged a bankrupt or an insolvent, (iii) a receiver or public officer takes charge of the Trustee or its property or (iv) the Trustee becomes incapable of acting as provided herein. In the case of the resignation or removal of the Trustee, iPCS may appoint a successor Trustee by an instrument signed by iPCS. iPCS will use its best efforts to appoint a successor Trustee. If a successor Trustee is not appointed within 30 days after the Company shall promptly giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, after such notice, if any, as it may prescribe, appoint a successor Trustee, provided that a Majority in Interest may appointwhich shall, within one year after such if possible, meet the qualifications of Section 7.1(c). Notwithstanding the removal or resignation or removal, a successor Trustee which may be other than the successor Trustee appointed as provided above, and such successor Trustee appointed as provided above shall be superseded by the successor Trustee so appointed by a Majority in Interest. If a successor Trustee shall not have been appointed and accepted its appointment hereunder within 60 days after of the Trustee gives notice of resignation as provided abovepursuant to this Section 7.1, the retiring Trustee, the Company or a Majority in Interest may petition any court of competent jurisdiction for the appointment of a successor Trustee. Any successor Trustee so appointed by such court Bank shall immediately and without further act be superseded by any successor Trustee appointed as provided in the proviso remain liable to the fifth sentence of this paragraph (a) within one year from the date extent set forth in Section 5.1 for any action or inaction of the appointment by Trustee prior to such courtremoval or resignation. (b) Any successor Trustee, however appointed, shall will execute and deliver to the Company predecessor Trustee and to the predecessor Trustee Company an instrument accepting such its appointment, and thereupon such the successor Trustee, without further act, shall will become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Trustee hereunder in the trusts hereunder applicable to it under this Agreement with like the same effect as if the successor Trustee had originally been named as the Trustee hereinTrustee; but nevertheless, upon the written request of such a successor Trustee, such the predecessor Trustee shall will execute and deliver an instrument transferring to such the successor Trustee, upon the trusts herein expressed applicable to itin this Agreement, all the estates, properties, rights, powers powers, duties and trusts of such the predecessor Trustee, and such the predecessor Trustee shall will duly assign, transfer, deliver deliver, and pay over to such the successor Trustee all money moneys or other property then held or subsequently received by such the predecessor Trustee hereunderupon the trusts expressed in this Agreement. (c) The Trustee Any successor Trustee, however appointed, shall be a bank or trust company, organized under the laws of company incorporated and doing business within the United States of America or any state thereof, having a combined capital and surplus of at least $50,000,000 (or the obligations and liabilities of which are irrevocably and unconditionally guaranteed by an affiliated company having a combined capital and surplus of at least $50,000,000), if there be is such an institution willing, able able, and legally qualified to perform the duties of the Trustee hereunder under this Agreement upon reasonable or and customary terms. (d) Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion conversion, or consolidation to which the Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Trustee may be transferred, shall, subject to the terms of paragraph (c) of this SectionSection 7.1(c), be the Trustee under this Indenture Agreement without further act.

Resignation of Trustee; Appointment of Successor. (a) The resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section 7.01. The Trustee or any successor thereto may resign at any time without cause by giving at least 30 90 days' ’ prior written notice to the Company Certificateholders and the Holders of IP Servicer. The Majority Certificateholders may remove the Equipment Notes. A Majority in Interest may Trustee at any time remove the Trustee without cause in their discretion upon 60 days days’ prior written notice by an instrument in writing delivered to the Company and the Trustee. In addition, the Company may remove the Trustee if: (i) the Trustee fails to comply with Section 7.01(c), (ii) the Trustee is adjudged a bankrupt or an insolvent, (iii) a receiver or public officer takes charge of the Trustee or its property or (iv) the Trustee becomes incapable of acting as provided herein. In the case of the resignation or removal of the Trustee, the Company Majority Certificateholders shall promptly appoint a successor Trustee, provided that a Majority in Interest may appoint, within one year after such . Any resignation or removal, a successor removal of the Trustee which may be other than shall not become effective until the successor Trustee appointed as provided above, and such successor Trustee appointed as provided above shall be superseded by the successor Trustee so appointed by have delivered a Majority in Interestwritten acceptance of appointment under Section 10.1(b). If a successor Trustee shall not have been appointed and accepted its appointment hereunder within 60 30 days after the Trustee gives giving of written notice of such resignation as provided aboveor the delivery of the written instrument with respect to such removal, either (i) the retiring Trustee, Trustee or (ii) the Company or a Majority in Interest Certificateholders may petition at the expense of the Trust apply to any court of competent jurisdiction for the appointment of to appoint a successor TrusteeTrustee to act until such time, if any, as a successor Trustee shall have been appointed as provided above. Any successor Trustee so appointed by such court shall immediately and without further act be superseded by any successor Trustee appointed as above provided in the proviso to the fifth sentence of this paragraph (a) within one year from the date of the appointment by such court. (b) Any successor Trustee, however appointed, shall execute and deliver to the Company and to the predecessor Trustee an instrument accepting such appointment, and thereupon such successor Trustee, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts trust of the predecessor Trustee hereunder in the trusts hereunder applicable to it with like effect as if originally named the Trustee herein; but nevertheless, upon the written request of such successor Trustee, such predecessor Trustee shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed applicable to itexpressed, all the estates, properties, rights, powers powers, duties and trusts of such predecessor Trustee, and such predecessor Trustee shall duly assign, transfer, deliver and pay over to such successor Trustee all money moneys or other property then held or subsequently received by such predecessor Trustee hereunderupon the trusts herein expressed. (c) The Trustee Any successor Trustee, however appointed, shall be a bank or trust company, organized under the laws of company incorporated and doing business within the United States of America or any state thereof, having a combined capital and surplus of at least $50,000,000 (or the obligations and liabilities of which are irrevocably and unconditionally guaranteed by an affiliated company having a combined capital and surplus of at least $50,000,000), if there be such an institution willing, able and legally qualified to perform the duties of the Trustee hereunder upon reasonable or customary terms. (d) Any corporation into which the 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 Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Trustee may be transferred, shall, subject to the terms of paragraph (cSection 10.1(c) of this Sectionhereof, be the Trustee under this Indenture Trust Agreement without further act.

Resignation of Trustee; Appointment of Successor. (a) The resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section 7.01. The Trustee or any successor thereto may resign at any time without cause by giving at least 30 thirty (30) days' prior written notice to each Owner Participant, such resignation to be effective upon the Company and the Holders acceptance of the Equipment Notessuch appointment by a successor Trustee under Section 11.01(b) hereof. A Majority in Interest may In case at any time remove the Trustee shall cease to be eligible in accordance with the provisions of this Article XI, the Trustee shall resign immediately by giving written notice to each Owner Participant, such resignation to be effective upon the acceptance of appointment by a successor Trustee under Section 11.01(b) hereof. In addition, the Trustee may be removed at any time without cause upon 60 days prior written notice by an instrument in writing executed by each Owner Participant and delivered to the Company and Trustee, such removal to be effective upon the Trusteeacceptance of appointment by a successor Trustee under Section 11.01(b) hereof. In addition, the Company may remove the Trustee if: (i) the Trustee fails to comply with Section 7.01(c), (ii) the Trustee is adjudged a bankrupt or an insolvent, (iii) a receiver or public officer takes charge of the Trustee or its property or (iv) the Trustee becomes incapable of acting as provided herein. In the case of the resignation or removal of the Trustee, the Company shall promptly appoint a successor Trustee, provided that a Majority in Interest of Owner Participants may appoint, within one year after such resignation or removal, appoint a successor Trustee which may be other than the successor Trustee appointed as provided above, and by an instrument signed by such successor Trustee appointed as provided above shall be superseded by the successor Trustee so appointed by a Majority in InterestInterest of Owner Participants. If a successor Trustee shall not have been appointed and accepted its appointment hereunder within 60 thirty (30) days after the Trustee gives giving of written notice of such resignation as provided aboveor the delivery of the written instrument with respect to such removal, the retiring Trustee, the Company Trustee or a Majority in Interest of Owner Participants may petition apply to any court of competent jurisdiction for the appointment of to appoint a successor Trustee. Any Trustee to act until such time, if any, as a successor Trustee so appointed by such court shall immediately and without further act be superseded by any successor Trustee appointed as above provided in the proviso to the fifth sentence of this paragraph (a) within one year from the date of the appointment by such court. (b) Any successor Trustee, however appointed, shall execute and deliver to the Company and to the predecessor Trustee and each Owner Participant an instrument accepting such appointment, and thereupon such successor Trustee, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Trustee hereunder in the trusts hereunder applicable to it with like effect as if originally named the Trustee herein; but nevertheless, upon the written request of such successor Trustee, such predecessor Trustee shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed applicable to itexpressed, all the estates, properties, rights, powers powers, duties and trusts of such predecessor Trustee, and such predecessor Trustee shall duly assign, transfer, deliver and pay over to such successor Trustee all money monies or other property then held by such predecessor Trustee hereunderupon the trusts herein expressed. The predecessor Trustee will cooperate in causing registration of the Aircraft to be transferred to the successor Trustee in accordance with applicable law. (c) The Trustee and any successor Trustee, however appointed, must resign if at any time it is unable to obtain or maintain at all times satisfactory registration of each Aircraft pursuant to the Federal Aviation Act, as amended (the "Act"). Any successor Trustee shall be a bank or trust company, organized under the laws of company incorporated and doing business within the United States of America or any state thereof, and having a combined capital and surplus of at least $50,000,000 (25,000,000, or the obligations and liabilities subsidiary of which are irrevocably and unconditionally guaranteed by an affiliated company institution having a combined capital and surplus of at least $50,000,000)25,000,000, if there be which guarantees the obligations of such an institution willing, able and legally qualified to perform the duties of the Trustee hereunder upon reasonable or customary termssubsidiary. (d) The Trustee shall be and any successor Trustee will be "a citizen of the United States" as defined in Section 101(16) of the Act. (e) Any corporation into which the 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 Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Trustee may be transferred, shall, subject to the terms of paragraph (cSection 11.01(c) of this Sectionhereof, be the Trustee under this Indenture Agreement without further act.

Resignation of Trustee; Appointment of Successor. (a) The resignation or removal of the A Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section 7.01. The Trustee or any successor thereto may resign at any time without cause by giving at least 30 90 days' ’ prior written notice to the Company Grantor and any Owner, such resignation to be effective upon the Holders acceptance of appointment by a successor Trustee under Section 11.01(b). In addition, the Equipment Notes. A Majority Grantor or, in Interest the event of a Transfer, any Owner may at any time remove any of the Trustee Trustees with or without cause upon 60 days prior written notice by an instrument in writing delivered to the Company and Trustee, such removal to be effective upon the Trustee. In additionacceptance of appointment by a successor Trustee under Section 11.01(b); except that, neither the Company Grantor nor any Owner may remove the an Independent Trustee if: (i) after a Termination Event under the Trustee fails to comply with Section 7.01(c), Loan Funding and Servicing Agreement or (ii) if the Trustee is adjudged a bankrupt removal of one or an insolvent, (iii) a receiver or public officer takes charge more Trustees would cause the breach of the Trustee or its property or (iv) the Trustee becomes incapable of acting as provided hereinSection 2.05(b). In the case of the resignation or removal of the a Trustee, the Company shall promptly Grantor or, in the event of a Transfer, any Owner, may appoint a successor Trustee, provided that a Majority in Interest may appoint, within one year after such resignation or removal, a successor Trustee which may be other than the successor Trustee appointed as provided above, and such successor Trustee appointed as provided above shall be superseded by an instrument signed by the successor Trustee so appointed by a Majority in InterestGrantor or any Owner, as applicable, subject to Section 2.05(b). If the last remaining Trustee of the Trust resigns or is removed or an Independent Trustee resigns or is removed and a successor Trustee shall not have been appointed and accepted its appointment hereunder within 60 30 days after the Trustee gives giving of written notice of such resignation as provided aboveor the delivery of the written instrument with respect to such removal, the retiring such Trustee, the Company Grantor or a Majority in Interest any Owner may petition apply to any court of competent jurisdiction for the appointment of to appoint a successor TrusteeTrustee in compliance with Section 2.05(b) to act until such time, if any, as a successor Trustee shall have been appointed as provided above. Any successor Trustee so appointed by such court shall immediately and without further act be superseded by any successor Trustee appointed as provided in the proviso to the fifth sentence of this paragraph (a) within one year from the date of the appointment by such courtabove provided. (b) Any successor Trustee, however appointed, shall execute and deliver to the Company and to the predecessor Trustee and the Trust an instrument accepting such appointment, and thereupon such successor Trustee, without further actacts, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Trustee hereunder in the trusts hereunder applicable to it with like effect as if originally named the as a Trustee herein; but nevertheless, upon the written request of such successor Trustee and payment of the predecessor Trustee’s fees and expenses, such predecessor Trustee shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed applicable to itexpressed, all the estates, properties, rights, powers powers, duties and trusts of such predecessor Trustee, and such predecessor Trustee shall duly assign, transfer, deliver and pay over to such successor Trustee all money moneys or other property then held or subsequently received by such predecessor Trustee hereunderupon the trusts herein expressed. (c) The Trustee shall be a bank or trust company, organized under the laws of the United States of America or any state thereof, having a combined capital and surplus of at least $50,000,000 (or the obligations and liabilities of which are irrevocably and unconditionally guaranteed by an affiliated company having a combined capital and surplus of at least $50,000,000), if there be such an institution willing, able and legally qualified to perform the duties of the Trustee hereunder upon reasonable or customary terms. (d) Any corporation Person into which the any Trustee may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation Person to which substantially all the corporate trust business of the Trustee may be transferred, shall, subject to the terms of paragraph (c) of this SectionAgreement, be the Trustee of the Trust under this Indenture Agreement without further actact or consent of any Person.

Resignation of Trustee; Appointment of Successor. (a) The resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section 7.01. The Trustee or any successor thereto Trustees may resign at any time without cause by giving at least 30 90 days' prior written notice to the Company Grantor and any Owner, such resignation to be effective upon the Holders acceptance of appointment by a successor Trustee under Section 11.01(b). In addition, the Equipment Notes. A Majority Grantor or, in Interest the event of a Transfer, any Owner may at any time remove any of the Trustee Trustees with or without cause upon 60 days prior written notice by an instrument in writing delivered to the Company and Trustee, such removal to be effective upon the Trustee. In additionacceptance of appointment by a successor Trustee under Section 11.01(b); except that, neither the Company Grantor nor any Owner may remove the Independent Trustee if: (i) after an Event of Default under the Trustee fails to comply with Section 7.01(c), Indenture or (ii) if the Trustee is adjudged a bankrupt removal of one or an insolvent, (iii) a receiver or public officer takes charge more Trustees would cause the breach of the Trustee or its property or (iv) the Trustee becomes incapable of acting as provided hereinSection 2.04(b). In the case of the resignation or removal of the a Trustee, the Company shall promptly Grantor or, in the event of a Transfer, any Owner may appoint a successor Trustee, provided that a Majority in Interest may appoint, within one year after such resignation or removal, a successor Trustee which may be other than the successor Trustee appointed as provided above, and such successor Trustee appointed as provided above shall be superseded by an instrument signed by the successor Trustee so appointed by a Majority in InterestGrantor or any Owner, as applicable, subject to Section 2.04(b). If the last remaining Trustee of the Trust resigns or is removed or the Independent Trustee or Delaware Trustee resigns or is removed and a successor Trustee shall not have been appointed and accepted its appointment hereunder within 60 30 days after the Trustee gives giving of written notice of such resignation as provided aboveor the delivery of the written instrument with respect to such removal, the retiring such Trustee, the Company Grantor or a Majority in Interest any Owner may petition apply to any court of competent jurisdiction for the appointment of to appoint a successor TrusteeTrustee in compliance with Section 2.04(b) to act until such time, if any, as a successor Trustee shall have been appointed as provided above. Any successor Trustee so appointed by such court shall immediately and without further act be superseded by any successor Trustee appointed as provided in the proviso to the fifth sentence of this paragraph (a) within one year from the date of the appointment by such courtabove provided. (b) Any successor Trustee, however appointed, shall execute and deliver to the Company and to the predecessor Trustee and the Trust an instrument accepting such appointment, and thereupon such successor Trustee, without further actacts, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Trustee hereunder in the trusts hereunder applicable to it with like effect as if originally named the as a Trustee herein; but nevertheless, upon the written request of such successor Trustee, such predecessor Trustee shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed applicable to itexpressed, all the estates, properties, rights, powers powers, duties and trusts of such predecessor Trustee, and such predecessor Trustee shall duly assign, transfer, deliver and pay over to such successor Trustee all money moneys or other property then held or subsequently received by such predecessor Trustee hereunderupon the trusts herein expressed. (c) The Trustee Any successor Issuer Trustee, however appointed, shall be a bank or trust company, organized under the laws of company incorporated and doing business within the United States of America or any state thereof, and having a combined capital and surplus of at least $50,000,000 (or the obligations and liabilities of which are irrevocably and unconditionally guaranteed by an affiliated company having a combined capital and surplus of at least $50,000,000), if there be such an institution willing, able and legally qualified to perform the duties of the Trustee hereunder upon reasonable or customary terms. (d) 550,000,000. Any corporation into which the Issuer 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 Issuer Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Issuer Trustee may be transferred, shall, subject to the terms of paragraph (c) of this SectionAgreement, be the Issuer Trustee of the Trust under this Indenture Agreement without further actact or consent of any Person.

Resignation of Trustee; Appointment of Successor. (a) The resignation or removal Any trustee of the Trustee and Trust, including the appointment of a successor Trustee shall become effective only upon the successor Resident Trustee's acceptance of appointment as provided in this Section 7.01. The Trustee or any successor thereto , may resign at any time without cause by giving at least 30 days' 10 days prior written notice to the Company Grantor or, upon the complete dissolution and liquidation of the Grantor, to the Permitted Assignees, and the Holders successor Trustee herein appointed. The Trustee originally appointed shall have the power and authority to appoint a successor Trustee by executing a written designation of a Trustee, and any successor appointed herein shall have the Equipment Notes. A Majority in Interest may at any time remove the power and authority to appoint a successor Trustee without cause upon 60 days prior by executing a written notice by an instrument in writing delivered to the Company and the designation of a Trustee. In addition, the Company may remove the Trustee if: (i) the Trustee fails to comply with Section 7.01(c), (ii) the Trustee is adjudged a bankrupt or an insolvent, (iii) a receiver or public officer takes charge event of the Trustee resignation, death or its property or (iv) the Trustee becomes incapable of acting as provided herein. In the case of the resignation or removal bankruptcy of the Trustee, or any successor to the Company shall promptly appoint a successor Trustee, provided that a Majority in Interest may appoint, within one year after such resignation or removal, a successor Trustee which may be other than the successor Trustee appointed pursuant to the preceding sentence shall act as provided above, and such successor Trustee appointed as provided above shall be superseded by the successor Trustee so appointed by a Majority in InterestTrustee. If a successor Trustee shall not have been appointed and accepted its appointment hereunder within 60 days after the Trustee gives notice of resignation as provided above, the retiring Trustee, the Company Resident Trustee shall either appoint a successor Trustee or a Majority in Interest may petition apply to any court of competent jurisdiction for the appointment of to appoint a successor Trustee. Any successor Trustee so appointed by such court shall immediately and without further act be superseded by any successor Trustee appointed as provided in the proviso to the fifth sentence of this paragraph (a) within one year from the date of the appointment by such court. (b) Any successor Trustee, however appointed, shall execute and deliver to the Company and to the predecessor Trustee an instrument accepting such appointment, and thereupon such successor Trustee, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts trust of the predecessor Trustee hereunder in the trusts hereunder applicable to it with like effect as if originally named the Trustee herein; but nevertheless, upon the written request of such successor Trustee, such predecessor Trustee shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed applicable to itexpressed, all the estates, properties, rights, powers powers, duties and trusts of such predecessor Trustee, and such predecessor Trustee shall duly assign, transfer, deliver and pay over to such successor Trustee all money moneys or other property then held or subsequently received by such predecessor Trustee hereunderupon the trusts herein expressed. (c) The Any successor Resident Trustee shall must either be a bank or trust company, organized under the laws of the United States of America or any state thereof, having a combined capital and surplus of at least $50,000,000 (or the obligations and liabilities of which are irrevocably and unconditionally guaranteed by an affiliated company having a combined capital and surplus of at least $50,000,000)Delaware resident, if there be such an institution willing, able and legally qualified to perform the duties of the Trustee hereunder upon reasonable or customary terms. (d) Any corporation into which the Trustee may be merged or converted or with which it may be consolidatedis a natural person, or any corporation resulting from any mergermust have its principal place of business in Delaware, conversion or consolidation to which the Trustee shall be if it is not a party, or any corporation to which substantially all the corporate trust business of the Trustee may be transferred, shall, subject to the terms of paragraph (c) of this Section, be the Trustee under this Indenture without further actnatural person.

Resignation of Trustee; Appointment of Successor. (a) The resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section 7.01. The Trustee or any successor thereto may resign at any time without cause by giving at least 30 days' prior written notice to each Owner Participant, such resignation to be effective upon the Company and the Holders acceptance of the Equipment Notesappointment by a successor Trustee under Section 11.01(b) hereof. A Majority in Interest may In case at any time remove the Trustee shall cease to be eligible in accordance with the provisions of this Article XI, the Trustee shall resign immediately by giving written notice to each Owner Participant, such resignation to be effective upon the acceptance of appointment by a successor Trustee under Section 11.01(b) hereof. In addition, the Trustee may be removed at any time without cause upon 60 days prior written notice by an instrument in writing executed by each Owner Participant and delivered to the Company and Trustee, such removal to be effective upon the Trusteeacceptance of appointment by a successor Trustee under Section 11.01(b) hereof. In addition, the Company may remove the Trustee if: (i) the Trustee fails to comply with Section 7.01(c), (ii) the Trustee is adjudged a bankrupt or an insolvent, (iii) a receiver or public officer takes charge of the Trustee or its property or (iv) the Trustee becomes incapable of acting as provided herein. In the case of the resignation or removal of the Trustee, the Company shall promptly appoint a successor Trustee, provided that a Majority in Interest of Owner Participants may appoint, within one year after such resignation or removal, appoint a successor Trustee which may be other than the successor Trustee appointed as provided above, and by an instrument signed by such successor Trustee appointed as provided above shall be superseded by the successor Trustee so appointed by a Majority in InterestInterest of Owner Participants. If a successor Trustee shall not have been appointed and accepted its appointment hereunder within 60 thirty (30) days after the Trustee gives giving of written notice of such resignation as provided aboveor the delivery of the written instrument with respect to such removal, the retiring Trustee, the Company Trustee or a Majority in Interest of Owner Participants may petition apply to any court of competent jurisdiction for the appointment of to appoint a successor Trustee. Any Trustee to act until such time, if any, as a successor Trustee so appointed by such court shall immediately and without further act be superseded by any successor Trustee appointed as above provided in the proviso to the fifth sentence of this paragraph (a) within one year from the date of the appointment by such court. (b) Any successor Trustee, however appointed, shall execute and deliver to the Company and to the predecessor Trustee and each Owner Participant an instrument accepting such appointment, and thereupon such successor Trustee, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Trustee hereunder in the trusts hereunder applicable to it with like effect as if originally named the Trustee herein; but nevertheless, upon the written request of such successor Trustee, such predecessor Trustee shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed applicable to itexpressed, all the estates, properties, rights, powers powers, duties and trusts of such predecessor Trustee, and such Trustee shall duly assign, transfer, deliver and pay over to such successor Trustee all money or other property then held by such predecessor Trustee hereunder. (c) The Trustee shall be a bank or trust company, organized under the laws of the United States of America or any state thereof, having a combined capital and surplus of at least $50,000,000 (or the obligations and liabilities of which are irrevocably and unconditionally guaranteed by an affiliated company having a combined capital and surplus of at least $50,000,000), if there be such an institution willing, able and legally qualified to perform the duties of the Trustee hereunder upon reasonable or customary terms. (d) Any corporation into which the 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 Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Trustee may be transferred, shall, subject to the terms of paragraph (c) of this Section, be the Trustee under this Indenture without further act.predecessor

Resignation of Trustee; Appointment of Successor. (a) The resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section 7.01. The Trustee or any successor thereto may resign at any time without cause by giving at least 30 60 days' prior written notice to the Company and Beneficiaries, such resignation to be effective on the Holders acceptance of the Equipment Notes. A Majority in Interest may at any time remove the appointment by a successor Trustee without cause upon 60 days prior written notice by an instrument in writing delivered to the Company and the Trusteeunder Section 6.01(b). In addition, the Company may remove the Trustee if: (i) the Trustee fails to comply with Section 7.01(c), (ii) the Trustee is adjudged a bankrupt or an insolvent, (iii) a receiver or public officer takes charge of the Trustee or its property or (iv) the Trustee becomes incapable of acting as provided herein. In the case of the resignation or removal of the Trustee, Pechiney International and the Company Settlor shall promptly jointly appoint a successor Trustee, provided that a Majority in Interest may appoint, within one year after such resignation or removal, a successor Trustee which may be other than the successor Trustee appointed as provided above, and such successor Trustee appointed as provided above shall be superseded by an instrument signed by the successor Trustee so appointed by a Majority in InterestSettlor and Pechiney International. If a successor Trustee shall not have been appointed and accepted its appointment hereunder within 60 30 days after the Trustee gives giving of written notice of resignation as provided abovesuch resignation, the retiring Settlor may appoint a successor Trustee; if the Settlor does not make such an appointment within an additional 60 days, then Pechiney International or the Company or a Majority in Interest Trustee may petition apply to any court of competent jurisdiction for the appointment of to appoint a successor TrusteeTrustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Trustee so appointed by such court shall immediately and without further act be superseded by any successor Trustee appointed as above provided in the proviso to the fifth sentence of this paragraph (a) within one year from the date of the appointment by such court. (b) Any successor Trustee, however appointed, shall execute and deliver to the Company and to the predecessor Trustee an instrument accepting such appointment, and thereupon such successor Trustee, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Trustee hereunder in the trusts hereunder applicable to it with like effect as if originally named the Trustee herein; but nevertheless, upon the written request of such successor Trustee, such predecessor Trustee shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed applicable to itexpressed, all the estates, properties, rights, powers powers, duties and trusts of such predecessor Trustee, and such predecessor Trustee shall duly assign, transfer, deliver and pay over to such successor Trustee all money moneys or other property then held or subsequently received by such predecessor Trustee hereunderupon the trusts herein expressed. (c) The Trustee Any successor Trustee, however appointed, shall be a bank or trust company, organized company incorporated under the laws of the United States of America or any state thereof, having a combined capital and surplus of at least $50,000,000 US$500,000,000, and rated at least "A-3" (or the obligations and liabilities then equivalent grade) by Xxxxx'x Investor Service, Inc. or "A-" (or the then equivalent grade) by Standard & Poor's Corporation Rating Group, in each case at the time of which are irrevocably and unconditionally guaranteed by an affiliated company having a combined capital and surplus of at least $50,000,000), if there be such an institution willing, able and legally qualified to perform the duties of the Trustee hereunder upon reasonable or customary termsappointment. (d) Any corporation into which the 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 Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Trustee may be transferred, shall, subject to the terms of paragraph (c) of this Section, be the Trustee under this Indenture Agreement without further act; provided, however, that if such resulting corporation does not -------- ------- conform to the requirements of Section 6.01(c), such Trustee shall give notice of resignation pursuant to Section 6.01(a) effective upon such merger, conversion or consolidation.

Resignation of Trustee; Appointment of Successor. (a) The resignation or removal of the A Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section 7.01. The Trustee or any successor thereto may resign at any time without cause by giving at least 30 90 days' prior written notice to the Company Grantor and any Owner, such resignation to be effective upon the Holders acceptance of appointment by a successor Trustee under Section 11.01(b). In addition, the Equipment Notes. A Majority Grantor or, in Interest the event of a Transfer, any Owner may at any time remove any of the Trustee Trustees with or without cause upon 60 days prior written notice by an instrument in writing delivered to the Company and Trustee, such removal to be effective upon the Trustee. In additionacceptance of appointment by a successor Trustee under Section 11.01(b); except that, neither the Company Grantor nor any Owner may remove the an Independent Trustee if: (i) after a Termination Event under the Trustee fails to comply with Section 7.01(c), Loan Funding and Servicing Agreement or (ii) if the Trustee is adjudged a bankrupt removal of one or an insolvent, (iii) a receiver or public officer takes charge more Trustees would cause the breach of the Trustee or its property or (iv) the Trustee becomes incapable of acting as provided hereinSection 2.05(b). In the case of the resignation or removal of the a Trustee, the Company shall promptly Grantor or, in the event of a Transfer, any Owner, may appoint a successor Trustee, provided that a Majority in Interest may appoint, within one year after such resignation or removal, a successor Trustee which may be other than the successor Trustee appointed as provided above, and such successor Trustee appointed as provided above shall be superseded by an instrument signed by the successor Trustee so appointed by a Majority in InterestGrantor or any Owner, as applicable, subject to Section 2.05(b). If the last remaining Trustee of the Trust resigns or is removed or an Independent Trustee resigns or is removed and a successor Trustee shall not have been appointed and accepted its appointment hereunder within 60 30 days after the Trustee gives giving of written notice of such resignation as provided aboveor the delivery of the written instrument with respect to such removal, the retiring such Trustee, the Company Grantor or a Majority in Interest any Owner may petition apply to any court of competent jurisdiction for the appointment of to appoint a successor TrusteeTrustee in compliance with Section 2.05(b) to act until such time, if any, as a successor Trustee shall have been appointed as provided above. Any successor Trustee so appointed by such court shall immediately and without further act be superseded by any successor Trustee appointed as provided in the proviso to the fifth sentence of this paragraph (a) within one year from the date of the appointment by such courtabove provided. (b) Any successor Trustee, however appointed, shall execute and deliver to the Company and to the predecessor Trustee and the Trust an instrument accepting such appointment, and thereupon such successor Trustee, without further actacts, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Trustee hereunder in the trusts hereunder applicable to it with like effect as if originally named the as a Trustee herein; but nevertheless, upon the written request of such successor Trustee and payment of the predecessor Trustee's fees and expenses, such predecessor Trustee shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed applicable to itexpressed, all the estates, properties, rights, powers powers, duties and trusts of such predecessor Trustee, and such predecessor Trustee shall duly assign, transfer, deliver and pay over to such successor Trustee all money moneys or other property then held or subsequently received by such predecessor Trustee hereunderupon the trusts herein expressed. (c) The Trustee shall be a bank or trust company, organized under the laws of the United States of America or any state thereof, having a combined capital and surplus of at least $50,000,000 (or the obligations and liabilities of which are irrevocably and unconditionally guaranteed by an affiliated company having a combined capital and surplus of at least $50,000,000), if there be such an institution willing, able and legally qualified to perform the duties of the Trustee hereunder upon reasonable or customary terms. (d) Any corporation Person into which the any Trustee may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation Person to which substantially all the corporate trust business of the Trustee may be transferred, shall, subject to the terms of paragraph (c) of this SectionAgreement, be the Trustee of the Trust under this Indenture Agreement without further actact or consent of any Person.

Resignation of Trustee; Appointment of Successor. (a1) The resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section 7.01. The Trustee or any successor thereto may resign at any time without cause by giving at least 30 days' 60 days prior written notice to the Company and Certificateholders, such resignation to be effective on the Holders acceptance of appointment by a successor Trustee under paragraph (b) below. In addition, the Equipment Notes. A Majority in Interest Required Certificateholders may at any time remove the Trustee with or without cause upon 60 days prior written notice by an instrument in writing delivered to the Company and Trustee, such removal to be effective upon the Trusteeacceptance of appointment by a successor Trustee under paragraph (b) below. In addition, the Company may remove the Trustee if: (i) the Trustee fails to comply with Section 7.01(c), (ii) the Trustee is adjudged a bankrupt or an insolvent, (iii) a receiver or public officer takes charge of the Trustee or its property or (iv) the Trustee becomes incapable of acting as provided herein. In the case of the resignation or removal of the Trustee, the Company Certificateholders may appoint a successor Trustee by an instrument signed by the Required Certificateholders. The Certificateholders shall use their best efforts to promptly appoint a successor Trustee, provided that a Majority in Interest may appoint, within one year after such resignation or removal, a successor Trustee which may be other than the successor Trustee appointed as provided above, and such successor Trustee appointed as provided above shall be superseded by the successor Trustee so appointed by a Majority in Interest. If a successor Trustee shall not have been appointed and accepted its appointment hereunder within 60 30 days after the Trustee gives giving of written notice of such resignation as provided aboveor the delivery of the written instrument with respect to such removal, the retiring Trustee, Trustee or the Company or a Majority in Interest Certificateholders at the expense of the Trust may petition apply to any court of competent jurisdiction for the appointment of to appoint a successor Trustee. Such court may thereupon, after such notice, if any, as it may prescribe, appoint a successor Trustee to act until such time, if any, as a successor shall have been appointed by the Certificateholders as above provided. Such successor Trustee shall meet the qualifications of paragraph (c) below. Any successor Trustee so appointed by such a court shall immediately and without further act be superseded by any successor Trustee appointed as provided in by the proviso to the fifth sentence of this paragraph (a) Certificateholders within one year from the date of the appointment by such court. (b2) Any successor Trustee, however appointed, shall execute execute, acknowledge and deliver to the Company and to the predecessor Trustee and all of the Certificateholders an instrument accepting such appointment, appointment under this Agreement and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, shall become vested with all the estates, properties, rights, powers, duties duties, and trusts trusts, of the predecessor Trustee hereunder in the trusts trust hereunder applicable to it with like effect as if originally named the Trustee herein; but nevertheless. Notwithstanding the foregoing, upon the written request of such successor TrusteeTrustee and upon payment of all amounts payable to the Trustee hereunder, such predecessor Trustee shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts trust herein expressed applicable to itexpressed, all the estates, properties, rights, powers powers, duties and trusts of such predecessor Trustee, and such predecessor Trustee shall duly assign, transfer, deliver and pay over to such successor Trustee all money moneys or other property then held or subsequently received by such predecessor Trustee hereunderupon the trust herein expressed and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations. (c3) The Trustee Any successor Trustee, however appointed, shall be a bank or trust company, organized under the laws of company incorporated and doing business within the United States of America or any state thereof, having a combined capital and surplus of at least $50,000,000 (or the obligations and liabilities of which are irrevocably and unconditionally guaranteed by an affiliated company having a combined capital and surplus of at least $50,000,000), if there be such an institution willing, able and legally qualified to perform the duties of the Trustee hereunder upon on reasonable or and customary terms. (d) Any corporation into which the 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 Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Trustee may be transferred, shall, subject to the terms of paragraph (c) of this Section, be the Trustee under this Indenture without further act.