Common use of THE PRIOR TRUSTEE Clause in Contracts

THE PRIOR TRUSTEE. SECTION 1.01 The Prior Trustee hereby resigns as Trustee under each Trust Agreement. SECTION 1.02 The Prior Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee all rights, powers, duties and obligations of the Prior Trustee under each Trust Agreement. The Prior Trustee shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee. SECTION 1.03 The Prior Trustee hereby represents and warrants to the Successor Trustee that: (a) There is no action, suit or proceeding pending or, to the best of the knowledge of the Responsible Officers assigned to the Prior Trustee’s corporate trust department, threatened against the Prior Trustee before any court or any governmental authority arising out of any action or omission by the Prior Trustee under any Trust Agreement. (b) As of the effective date of this Agreement, the Prior Trustee will hold no property under any Trust Agreement. (c) Pursuant to the Trust Agreements, the Prior Trustee duly executed on behalf of the applicable Trusts, on the Issue Dates set forth in Exhibit A attached hereto, the aggregate principal amount of the Notes of each Trust listed in Exhibit A attached hereto, all of which Notes are Outstanding as of the effective date hereof. (d) Each person who so executed the Notes listed in Exhibit A was duly elected, qualified and acting as an officer or authorized signatory of the Prior Trustee and was empowered to execute such Notes on behalf of the Prior Trustee at the respective times of such execution and the signature of each person who so executed such Notes is such person’s genuine signature. (e) This Agreement has been duly authorized, executed and delivered on behalf of the Prior Trustee and constitutes its legal, valid and binding obligation. (f) The Trusts have performed or fulfilled prior to the date hereof, each covenant, agreement, condition, obligation and responsibility under each Indenture. (g) No covenant or condition contained in any Trust Agreement has been waived by the related Trust or, to the best of the Prior Trustee’s knowledge, by the Holders of the percentage in aggregate principal amount of the Trust Securities required under the related Trust Agreement to effect any such waiver. (h) All conditions precedent relating to the appointment of U.S. Bank National Association as Trustee under each Trust Agreement have been complied with by the related Trust. SECTION 1.04 After the effective date of this Agreement, the Prior Trustee shall retain continued liability for its acts or omissions as Trustee under the Trust Agreements prior to such effective date (the “Prior Acts”). The Prior Trustee hereby agrees to indemnify and hold harmless the Successor Trustee for any and all claims, liabilities, costs and expenses, including reasonable attorney’s fees, incurred or suffered by the Successor Trustee as the result of any Prior Acts. SECTION 1.05 With respect to each Trust, the Prior Trustee hereby agrees to transfer the following items to the Successor Trustee on or before or as soon as practicable after the effective date of this Agreement: (a) PDF files containing copies of original executed Trust Agreements and all amendments thereto, the related closing transcripts and all transaction documents; and (b) such other documentation in the possession of the Prior Trustee as the Successor Trustee may reasonably require in order to accomplish the transfer of trusteeships. SECTION 1.06 The Prior Trustee acknowledges that no amounts are owing to it as Prior Trustee from the trust assets of the Trusts.

THE PRIOR TRUSTEE. SECTION 1.01 The Prior Trustee hereby resigns as Trustee under each Trust Agreementthe Indenture. SECTION 1.02 The Prior Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee all right, title and interest of Prior Trustee in and to the trusts of the Trustee under the Indenture and all the rights, powers, duties powers and obligations trusts of the Prior Trustee under each Trust Agreementthe Indenture. The Prior Trustee shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, duties powers and obligations trust hereby assigned, transferred, delivered and confirmed to the Successor Trustee as Trustee, Paying Agent and Registrar. SECTION 1.03 The Prior Resigning Trustee hereby represents and warrants to the Successor Trustee that: (a) No covenant or condition contained in the Indenture has been waived by Resigning Trustee or, to the best of the knowledge of the Responsible Officers of Resigning Trustee, by the Holders of the percentage in aggregate principal amount of the Bonds required by the Indenture to effect any such waiver. (b) There is no action, suit or proceeding pending or, to the best of the knowledge of the Responsible Officers assigned to the Prior Resigning Trustee’s corporate trust department, threatened against the Prior Resigning Trustee before any court or any governmental authority arising out of any action or omission by the Prior Resigning Trustee as Trustee under any Trust Agreementthe Indenture. (bc) As of the effective date of this Agreement, the Prior Resigning Trustee will hold no property under any Trust Agreementthe Indenture. (cd) Pursuant to the Trust AgreementsIndenture, the Prior Resigning Trustee duly executed on behalf of the applicable Trustsauthenticated and delivered, on the Issue Dates set forth in Exhibit A attached heretoNovember 7, the 1997 aggregate principal amount of the Notes of each Trust listed in Exhibit A attached heretoSenior Notes, all $100,000,000 of which Notes are Outstanding outstanding as of the effective date hereof. (de) Each person who so executed authenticated the Senior Notes listed in Exhibit A was duly elected, qualified and acting as an officer or authorized signatory of the Prior Resigning Trustee and was empowered to execute such authenticate the Senior Notes on behalf of the Prior Trustee at the respective times of such execution authentication and the signature of each such person who so executed or persons appearing on such Senior Notes is each such person’s 's genuine signature. (ef) This Agreement has been duly authorized, executed and delivered on behalf of the Prior Resigning Trustee and constitutes its legal, valid and binding obligation. (f) The Trusts have performed or fulfilled prior to the date hereof, each covenant, agreement, condition, obligation and responsibility under each Indenture. (g) No covenant or condition contained in any Trust Agreement has been waived by the related Trust or, to To the best of the Prior Trustee’s knowledge, by the Holders knowledge of the percentage in aggregate principal amount responsible Officers of the Trust Securities required Resigning Trustee, no event has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under the related Trust Agreement to effect any such waiver. (h) All conditions precedent relating to the appointment of U.S. Bank National Association as Trustee under each Trust Agreement have been complied with by the related Trust. SECTION 1.04 After the effective date of this Agreement, the Prior Trustee shall retain continued liability for its acts or omissions as Trustee under the Trust Agreements prior to such effective date (the “Prior Acts”). The Prior Trustee hereby agrees to indemnify and hold harmless the Successor Trustee for any and all claims, liabilities, costs and expenses, including reasonable attorney’s fees, incurred or suffered by the Successor Trustee as the result of any Prior Acts. SECTION 1.05 With respect to each Trust, the Prior Trustee hereby agrees to transfer the following items to the Successor Trustee on or before or as soon as practicable after the effective date of this Agreement: (a) PDF files containing copies of original executed Trust Agreements and all amendments thereto, the related closing transcripts and all transaction documents; and (b) such other documentation in the possession Section 6.01 of the Prior Trustee as Indenture or the Successor Trustee may reasonably require in order to accomplish the transfer of trusteeshipsFirst and Second Supplemental Indentures. SECTION 1.06 The Prior Trustee acknowledges that no amounts are owing to it as Prior Trustee from the trust assets of the Trusts.

THE PRIOR TRUSTEE. SECTION 1.01 The Prior Trustee hereby resigns as Trustee under each Trust Agreementthe Indenture effective as of the Effective Date (as hereinafter defined). SECTION 1.02 The Prior Trustee hereby assigns, transfers, delivers and confirms confirms, as of the Effective Date, to the Successor Trustee all right, title and interest of Prior Trustee in and to the trusts of the Trustee under the Indenture and all the rights, powers, trusts, privileges, duties and obligations of the Trustee under the Indenture, subject to the lien provided by Section 8.05 of the Indenture, which lien the Prior Trustee expressly reserves to the fullest extent necessary to secure the Issuer’s obligations under each Trust Agreementsaid section to the Prior Trustee, which lien shall also secure the Issuer’s obligations under said section to the Successor Trustee. The Prior Trustee shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, duties powers and obligations trust hereby assigned, transferred, delivered and confirmed to the Successor Trustee as Trustee. SECTION 1.03 The Prior Trustee hereby warrants and represents and warrants to the Successor Trustee that: that (ai) There there is no action, suit or proceeding pending or, to the best of the knowledge of the Responsible Officers assigned to the Prior Trustee’s corporate trust department, or threatened against the Prior Trustee of which it has actual knowledge before any court or any governmental authority arising out of any action or omission by the Prior Trustee as trustee under any Trust Agreement. the Indenture and (bii) As as of the effective date of this AgreementEffective Date, the Prior Trustee will hold holds no property under any Trust Agreement. (c) Pursuant to the Trust Agreements, the Prior Trustee duly executed on behalf of the applicable Trusts, on the Issue Dates set forth or money in Exhibit A attached hereto, the aggregate principal amount of the Notes of each Trust listed in Exhibit A attached hereto, all of which Notes are Outstanding its capacity as of the effective date hereof. (d) Each person who so executed the Notes listed in Exhibit A was duly elected, qualified and acting as an officer or authorized signatory of the Prior Trustee and was empowered to execute such Notes on behalf of the Prior Trustee at the respective times of such execution and the signature of each person who so executed such Notes is such person’s genuine signature. (e) This Agreement has been duly authorized, executed and delivered on behalf of the Prior Trustee and constitutes its legal, valid and binding obligation. (f) The Trusts have performed or fulfilled prior to the date hereof, each covenant, agreement, condition, obligation and responsibility under each Indenture. (g) No covenant or condition contained in any Trust Agreement has been waived by the related Trust or, to the best of the Prior Trustee’s knowledge, by the Holders of the percentage in aggregate principal amount of the Trust Securities required trustee under the related Trust Agreement to effect any such waiver. (h) All conditions precedent relating to the appointment of U.S. Bank National Association as Trustee under each Trust Agreement have been complied with by the related Trust. SECTION 1.04 After the effective date of this Agreement, the Prior Trustee shall retain continued liability for its acts or omissions as Trustee under the Trust Agreements prior to such effective date (the “Prior Acts”). The Prior Trustee hereby agrees to indemnify and hold harmless the Successor Trustee for any and all claims, liabilities, costs and expenses, including reasonable attorney’s fees, incurred or suffered by the Successor Trustee as the result of any Prior Acts. SECTION 1.05 With respect to each Trust, the Prior Trustee hereby agrees to transfer the following items to the Successor Trustee on or before or as soon as practicable after the effective date of this Agreement: (a) PDF files containing copies of original executed Trust Agreements and all amendments thereto, the related closing transcripts and all transaction documents; and (b) such other documentation in the possession of the Prior Trustee as the Successor Trustee may reasonably require in order to accomplish the transfer of trusteeships. SECTION 1.06 The Prior Trustee acknowledges that no amounts are owing to it as Prior Trustee from the trust assets of the Trusts.Indenture

THE PRIOR TRUSTEE. SECTION 1.01 The 1.1 Pursuant to Section 609 of the Governing Document, the Issuer has notified the Prior Trustee and other parties that Prior Trustee is to be removed as Trustee, Paying Agent and Security Registrar under the Governing Document. 1.2 Prior Trustee hereby resigns represents and warrants to Successor Trustee that: (a) The Governing Document, and each amendment and supplement thereto, if any, was validly and lawfully accepted by Prior Trustee. (b) No covenant or condition contained in the Governing Document has been waived by Prior Trustee or, to the best knowledge of responsible officers of Prior Trustee’s corporate trust department, by the Holders of the percentage in aggregate principal amount of the Securities required by the Governing Document to effect any such waiver. (c) To the best knowledge of responsible officers of Prior Trustee's corporate trust department, there is no action, suit or proceeding pending or threatened against Prior Trustee before any court or any governmental authority arising out of any act or omission of Prior Trustee as Trustee under each Trust Agreementthe Governing Document. SECTION 1.02 (d) As of the Effective Date, Prior Trustee will hold no moneys or property under the Governing Document. (e) As of the Effective Date, there are currently $500 million aggregate principal of the 2019 Notes and $500 million aggregate principal of the 2021 Notes outstanding and interest has been paid through March 15, 2017, the most recent date on which interest was required to be paid in accordance with the terms of such Securities. (f) The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon. (g) This Agreement has been duly authorized, executed and delivered on behalf of Prior Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms. (h) Without independent investigation, no responsible officer of Prior Trustee's corporate trust department has received notice from the Issuer or any Holder that a default or Event of Default or any event which, after notice or lapse of time or both, would become an Event of Default has occurred and is continuing, and no responsible officer of Prior Trustee's corporate trust department has actual knowledge that a default or Event of Default or any event which, after notice or lapse of time or both, would become an Event of Default has occurred and is continuing under the Governing Document. (i) To the best of its knowledge, the holders of the Securities have not appointed a successor Trustee under the Governing Document. 1.3 Prior Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee all right, title and interest of Prior Trustee in and to the trust under the Governing Document, all funds and other assets held in trust under the Governing Document and all the rights, privileges, responsibilities, powers, trusts, obligations and duties and obligations of the Trustee under the Governing Document and any related agreement, including, without limitation, all of its rights to, and all of its security interests in and liens upon, the collateral, if any, and all other rights of Prior Trustee under each Trust Agreementwith respect to the collateral, if any, pursuant to the transaction documents. The Prior Trustee shall shall, at the expense of the Issuer, execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, title, interests, capacities, privileges, responsibilities, powers, trusts and duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee as Trustee, Paying Agent and Security Registrar. 1.4 Prior Trustee shall deliver to Successor Trustee. SECTION 1.03 The , as of or promptly after the Effective Date, all of the documents listed on Exhibit A hereto. Prior Trustee hereby represents and warrants that such documents as it shall deliver to Successor Trustee constitute all of the documents in its possession responsive to the Successor Trustee that: (a) There is no action, suit or proceeding pending or, to the best of the knowledge of the Responsible Officers assigned to the Prior Trustee’s corporate trust department, threatened against the Prior Trustee before any court or any governmental authority arising out of any action or omission by the Prior Trustee under any Trust Agreement. (b) As of the effective date of this Agreement, the Prior Trustee will hold no property under any Trust Agreement. (c) Pursuant to the Trust Agreements, the Prior Trustee duly executed on behalf of the applicable Trusts, on the Issue Dates set forth in Exhibit A attached hereto, the aggregate principal amount of the Notes of each Trust items listed in Exhibit A attached hereto, all of which Notes are Outstanding as of the effective date hereof. (d) Each person who so executed the Notes listed in Exhibit A was duly elected, qualified and acting as an officer or authorized signatory of the Prior Trustee and was empowered to execute such Notes on behalf of the Prior Trustee at the respective times of such execution and the signature of each person who so executed such Notes is such person’s genuine signature. (e) This Agreement has been duly authorized, executed and delivered on behalf of the Prior Trustee and constitutes its legal, valid and binding obligation. (f) The Trusts have performed or fulfilled prior to the date hereof, each covenant, agreement, condition, obligation and responsibility under each Indenture. (g) No covenant or condition contained in any Trust Agreement has been waived by the related Trust or, to the best of the Prior Trustee’s knowledge, by the Holders of the percentage in aggregate principal amount of the Trust Securities required under the related Trust Agreement to effect any such waiver. (h) All conditions precedent relating to the appointment of U.S. Bank National Association as Trustee under each Trust Agreement have been complied with by the related Trust. SECTION 1.04 After the effective date of this Agreement, the Prior Trustee shall retain continued liability for its acts or omissions as Trustee under the Trust Agreements prior to such effective date (the “Prior Acts”). The Prior Trustee hereby agrees to indemnify and hold harmless the Successor Trustee for any and all claims, liabilities, costs and expenses, including reasonable attorney’s fees, incurred or suffered by the Successor Trustee as the result of any Prior Acts. SECTION 1.05 With respect to each Trust, the Prior Trustee hereby agrees to transfer the following items to the Successor Trustee on or before or as soon as practicable after the effective date of this Agreement: (a) PDF files containing copies of original executed Trust Agreements and all amendments thereto, the related closing transcripts and all transaction documents; and (b) such other documentation in the possession of the Prior Trustee as the Successor Trustee may reasonably require in order to accomplish the transfer of trusteeships. SECTION 1.06 The Prior Trustee acknowledges that no amounts are owing to it as Prior Trustee from the trust assets of the Trusts.A.

THE PRIOR TRUSTEE. SECTION 1.01 The Prior Trustee hereby resigns as Trustee under each Trust Agreementthe Indenture effective as of the Effective Date (as hereinafter defined). SECTION 1.02 The Prior Trustee hereby assigns, transfers, delivers and confirms confirms, as of the Effective Date, to the Successor Trustee all right, title and interest of Prior Trustee in and to the trusts of the Trustee under the Indenture and all the rights, powers, trusts, privileges, duties and obligations of the Trustee under the Indenture, subject to the lien provided by Section 8.05 of the Indenture, which lien the Prior Trustee expressly reserves to the fullest extent necessary to secure the Issuer’s obligations under each Trust Agreementsaid section to the Prior Trustee, which lien shall also secure the Issuer’s obligations under said section to the Successor Trustee. The Prior Trustee shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, duties powers and obligations trust hereby assigned, transferred, delivered and confirmed to the Successor Trustee as Trustee. SECTION 1.03 The Prior Trustee hereby warrants and represents and warrants to the Successor Trustee that: that (ai) There there is no action, suit or proceeding pending or, to the best of the knowledge of the Responsible Officers assigned to the Prior Trustee’s corporate trust department, or threatened against the Prior Trustee of which it has actual knowledge before any court or any governmental authority arising out of any action or omission by the Prior Trustee as trustee under any Trust Agreement. the Indenture and (bii) As as of the effective date of this AgreementEffective Date, the Prior Trustee will hold holds no property or money in its capacity as trustee under any Trust Agreement. (c) Pursuant to the Trust Agreements, the Prior Trustee duly executed on behalf of the applicable Trusts, on the Issue Dates set forth in Exhibit A attached hereto, the aggregate principal amount of the Notes of each Trust listed in Exhibit A attached hereto, all of which Notes are Outstanding as of the effective date hereof. (d) Each person who so executed the Notes listed in Exhibit A was duly elected, qualified and acting as an officer or authorized signatory of the Prior Trustee and was empowered to execute such Notes on behalf of the Prior Trustee at the respective times of such execution and the signature of each person who so executed such Notes is such person’s genuine signature. (e) This Agreement has been duly authorized, executed and delivered on behalf of the Prior Trustee and constitutes its legal, valid and binding obligation. (f) The Trusts have performed or fulfilled prior to the date hereof, each covenant, agreement, condition, obligation and responsibility under each Indenture. (g) No covenant or condition contained in any Trust Agreement has been waived by the related Trust or, to the best of the Prior Trustee’s knowledge, by the Holders of the percentage in aggregate principal amount of the Trust Securities required under the related Trust Agreement to effect any such waiver. (h) All conditions precedent relating to the appointment of U.S. Bank National Association as Trustee under each Trust Agreement have been complied with by the related Trust. SECTION 1.04 After the effective date of this Agreement, the Prior Trustee shall retain continued liability for its acts or omissions as Trustee under the Trust Agreements prior to such effective date (the “Prior Acts”). The Prior Trustee hereby agrees to indemnify and hold harmless the Successor Trustee for any and all claims, liabilities, costs and expenses, including reasonable attorney’s fees, incurred or suffered by the Successor Trustee as the result of any Prior Acts. SECTION 1.05 With respect to each Trust, the Prior Trustee hereby agrees to transfer the following items to the Successor Trustee on or before or as soon as practicable after the effective date of this Agreement: (a) PDF files containing copies of original executed Trust Agreements and all amendments thereto, the related closing transcripts and all transaction documents; and (b) such other documentation in the possession of the Prior Trustee as the Successor Trustee may reasonably require in order to accomplish the transfer of trusteeships. SECTION 1.06 The Prior Trustee acknowledges that no amounts are owing to it as Prior Trustee from the trust assets of the Trusts.

THE PRIOR TRUSTEE. SECTION 1.01 The Prior Trustee hereby resigns as Trustee under each Trust Agreementthe Indenture. SECTION 1.02 The Prior Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee all right, title and interest of Prior Trustee in and to the trusts of the Trustee under the Indenture and all the rights, powers, duties powers and obligations trusts of the Prior Trustee under each Trust Agreementthe Indenture. The Prior Trustee shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, duties powers and obligations trust hereby assigned, transferred, delivered and confirmed to the Successor Trustee as Trustee, Paying Agent and Registrar. SECTION 1.03 The Prior Resigning Trustee hereby represents and warrants to the Successor Trustee that: (a) No covenant or condition contained in the Indenture has been waived by Resigning Trustee or, to the best of the knowledge of the Responsible Officers of Resigning Trustee's Corporate Trust Group, by the Holders of the percentage in aggregate principal amount of the Bonds required by the Indenture to effect any such waiver. (b) There is no action, suit or proceeding pending or, to the best of the knowledge of the Responsible Officers assigned to the Prior Resigning Trustee’s corporate trust department's Corporate Trust Group, threatened against the Prior Resigning Trustee before any court or any governmental authority arising out of any action or omission by the Prior Resigning Trustee as Trustee under any Trust Agreementthe Indenture. (bc) As of the effective date of this Agreement, the Prior Resigning Trustee will hold no property under any Trust Agreementthe Indenture. (cd) Pursuant to the Trust AgreementsIndenture, the Prior Resigning Trustee duly executed on behalf of the applicable Trustsauthenticated and delivered, on the Issue Dates set forth in Exhibit A attached heretoJuly 13, the 1999 aggregate principal amount of the Notes of each Trust listed in Exhibit A attached heretoSenior Notes, all $150,000,000 of which Notes are Outstanding outstanding as of the effective date hereof. (de) Each person who so executed authenticated the Senior Notes listed in Exhibit A was duly elected, qualified and acting as an officer or authorized signatory of the Prior Resigning Trustee and was empowered to execute such authenticate the Senior Notes on behalf of the Prior Trustee at the respective times of such execution authentication and the signature of each such person who so executed or persons appearing on such Senior Notes is each such person’s 's genuine signature. (ef) This Agreement has been duly authorized, executed and delivered on behalf of the Prior Resigning Trustee and constitutes its legal, valid and binding obligation. (f) The Trusts have performed or fulfilled prior to the date hereof, each covenant, agreement, condition, obligation and responsibility under each Indenture. (g) No covenant or condition contained in any Trust Agreement has been waived by the related Trust or, to To the best of the Prior Trustee’s knowledge, by the Holders knowledge of the percentage in aggregate principal amount responsible Officers of the Resigning Trustee's Corporate Trust Securities required Group, no event has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under the related Trust Agreement to effect any such waiver. (h) All conditions precedent relating to the appointment of U.S. Bank National Association as Trustee under each Trust Agreement have been complied with by the related Trust. SECTION 1.04 After the effective date of this Agreement, the Prior Trustee shall retain continued liability for its acts or omissions as Trustee under the Trust Agreements prior to such effective date (the “Prior Acts”). The Prior Trustee hereby agrees to indemnify and hold harmless the Successor Trustee for any and all claims, liabilities, costs and expenses, including reasonable attorney’s fees, incurred or suffered by the Successor Trustee as the result of any Prior Acts. SECTION 1.05 With respect to each Trust, the Prior Trustee hereby agrees to transfer the following items to the Successor Trustee on or before or as soon as practicable after the effective date of this Agreement: (a) PDF files containing copies of original executed Trust Agreements and all amendments thereto, the related closing transcripts and all transaction documents; and (b) such other documentation in the possession Section 6.01 of the Prior Trustee as Indenture or the Successor Trustee may reasonably require in order to accomplish the transfer of trusteeshipsFirst and Second Supplemental Indentures. SECTION 1.06 The Prior Trustee acknowledges that no amounts are owing to it as Prior Trustee from the trust assets of the Trusts.

THE PRIOR TRUSTEE. SECTION 1.01 The Section 1. Prior Trustee hereby resigns accepts and agrees to Depositor’s removal of Prior Trustee, as Trustee under each the Trust AgreementDocuments. SECTION 1.02 The Section 2. Prior Trustee hereby represents and warrants to Successor Trustee that: (a) No covenant or condition contained in the Trust Documents has been waived by Prior Trustee or, to the knowledge of responsible officers of Prior Trustee’s corporate trust department, by the Holders of the percentage in aggregate principal amount of the Certificates (as defined in the Trust Documents) required by the Trust Documents to effect any such waiver. (b) There is no action, suit or proceeding pending or, to the knowledge of responsible officers of Prior Trustee’s corporate trust department, threatened against Prior Trustee before any court or any governmental authority arising out of any act or omission of Prior Trustee as Trustee under the Trust Documents. (c) As of the effective date of this Agreement, Prior Trustee will hold no moneys or property under the Trust Documents. (d) Prior Trustee has duly authenticated and delivered FIFTY-TWO MILLION, SIX HUNDRED AND FIFTY THOUSAND dollars ($52,650,000.00) aggregate principal amount of the Certificates, all of which are outstanding as of the effective date hereof. (e) Each person who so authenticated the Certificates was duly elected, qualified and acting as an officer or authorized signatory of Prior Trustee and empowered to authenticate the Certificates at the respective times of such authentication and the signature of each such person appearing on such Certificates is each such person’s genuine signature. (f) This Agreement has been duly authorized, executed and delivered on behalf of Prior Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms. (g) To the knowledge of responsible officers of the Prior Trustee’s corporate trust department, no Event of Default has occurred under the Trust Documents. Section 3. Prior Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee all right, title and interest of Prior Trustee in and to the trust under the Trust Documents and all the rights, powers, duties powers and obligations trusts of the Prior Trustee under each the Trust AgreementDocuments. The Prior Trustee shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, duties powers and obligations trusts hereby assigned, transferred, delivered and confirmed to the Successor Trustee, as Trustee. SECTION 1.03 The Prior Trustee hereby represents and warrants to the Successor Trustee that: (a) There is no action, suit or proceeding pending or, to the best of the knowledge of the Responsible Officers assigned to the Prior Trustee’s corporate trust department, threatened against the Prior Trustee before any court or any governmental authority arising out of any action or omission by the Prior Trustee under any Trust Agreement. (b) As of the effective date of this Agreement, the Prior Trustee will hold no property under any Trust Agreement. (c) Pursuant to the Trust Agreements, the Prior Trustee duly executed on behalf of the applicable Trusts, on the Issue Dates set forth in Exhibit A attached hereto, the aggregate principal amount of the Notes of each Trust listed in Exhibit A attached hereto, all of which Notes are Outstanding as of the effective date hereof. (d) Each person who so executed the Notes listed in Exhibit A was duly elected, qualified and acting as an officer or authorized signatory of the Prior Trustee and was empowered to execute such Notes on behalf of the Prior Trustee at the respective times of such execution and the signature of each person who so executed such Notes is such person’s genuine signature. (e) This Agreement has been duly authorized, executed and delivered on behalf of the Prior Trustee and constitutes its legal, valid and binding obligation. (f) The Trusts have performed or fulfilled prior to the date hereof, each covenant, agreement, condition, obligation and responsibility under each Indenture. (g) No covenant or condition contained in any Trust Agreement has been waived by the related Trust or, to the best of the Prior Trustee’s knowledge, by the Holders of the percentage in aggregate principal amount of the Trust Securities required under the related Trust Agreement to effect any such waiver. (h) All conditions precedent relating to the appointment of U.S. Bank National Association as Trustee under each Trust Agreement have been complied with by the related Trust. SECTION 1.04 After Section 4. Promptly after the effective date of this Agreement, the Prior Trustee shall retain continued liability for its acts or omissions cause a notice to be sent to the Rating Agencies (as Trustee under defined in the Trust Agreements prior to such effective date (the “Prior Acts”)Documents) of its removal. Section 5. The Prior Trustee hereby agrees shall deliver to indemnify and hold harmless the Successor Trustee for any and all claimsTrustee, liabilities, costs and expenses, including reasonable attorney’s fees, incurred as of or suffered by the Successor Trustee as the result of any Prior Acts. SECTION 1.05 With respect to each Trust, the Prior Trustee hereby agrees to transfer the following items to the Successor Trustee on or before or as soon as practicable promptly after the effective date of this Agreement: (a) PDF files containing copies of original executed Trust Agreements and hereof, all amendments thereto, the related closing transcripts and all transaction documents; and (b) such other documentation in the possession of the Prior Trustee as the Successor Trustee may reasonably require in order to accomplish the transfer of trusteeshipsdocuments listed on Exhibit A hereto. SECTION 1.06 The Prior Trustee acknowledges that no amounts are owing to it as Prior Trustee from the trust assets of the Trusts.