Common use of Resignation of Trustee Clause in Contracts

Resignation of Trustee. If the Trustee at any time, in its sole discretion, deems it necessary or advisable to resign as the Trustee hereunder, it may do so by giving prior written notice of such event to SE Global, and the Shareholders and thereafter delivering the Pooled Shares to any other agent designated by SE Global and the Shareholders as communicated to the Trustee in writing, and if no such agent shall be designated by SE Global and the Shareholders within 60 calendar days of such written notice, then the Trustee may do so by delivering the Pooled Shares either (a) to any bank or trust located in the State of Utah which is willing to act as Trustee hereunder in its place (provided that the fees charged by such bank or trust company are not in excess of the fees charged by the Trustee for its services hereunder) or (b) if no such bank or trust company can be retained within a reasonable period after such 60 calendar day period after the delivery by the Trustee of its written notice, then the Trustee shall seek the appointment of its successor as prescribed by the clerk or other proper officer of a court of competent jurisdiction located within the State of Utah to the extent permitted by law (any such successor to the Trustee, whether designated by SE Global and the Shareholders or pursuant to the clause above or otherwise, is hereinafter referred to as the "Successor Agent"). The costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee in connection with such proceeding for the appointment of a Successor Agent shall be paid by SE Global. SE Global and the Shareholders may, at any time after the date hereof, upon 30 calendar day's prior written notice to the Trustee, appoint a Successor Agent for the resignation or removal of the Trustee, whereupon the Trustee shall deliver the Pooled Shares to such Successor Agent, as provided below. The reasonable fees of any Successor Agent shall be borne by SE Global. Upon receipt of the identity of the Successor Agent, the Trustee shall deliver the Pooled Shares then held hereunder to the Successor Agent. Upon delivery of the Pooled Shares to the Successor Agent, (i) the Trustee shall be discharged from any and all responsibility or liability with respect to the Pooled Shares (except as otherwise provided herein) and (ii) all references herein to the "Trustee" shall, where applicable, be deemed to include such Successor Agent and such Successor Agent shall thereafter become the Trustee for all purposes of this Agreement.

Resignation of Trustee. If Each trustee may resign or be removed with respect to one or more series of indenture securities provided that a successor trustee is appointed to act with respect to such series. In the Trustee at any timeevent that two or more persons are acting as trustee with respect to different series of indenture securities under the indenture, in its sole discretion, deems it necessary or advisable to resign as each of the Trustee hereunder, it may do so trustees will be a trustee of a trust separate and apart from the trust administered by giving prior written notice of such event to SE Global, and the Shareholders and thereafter delivering the Pooled Shares to any other agent designated by SE Global and trustee. Upon any distribution of our assets upon our dissolution, winding up, liquidation or reorganization, the Shareholders as communicated to the Trustee in writing, and if no such agent shall be designated by SE Global and the Shareholders within 60 calendar days of such written notice, then the Trustee may do so by delivering the Pooled Shares either (a) to any bank or trust located in the State of Utah which is willing to act as Trustee hereunder in its place (provided that the fees charged by such bank or trust company are not in excess payment of the fees charged by the Trustee for its services hereunderprincipal of (and premium, if any) or (b) if no such bank or trust company can and interest on any indenture securities denominated as subordinated debt securities is to be retained within a reasonable period after such 60 calendar day period after the delivery by the Trustee of its written notice, then the Trustee shall seek the appointment of its successor as prescribed by the clerk or other proper officer of a court of competent jurisdiction located within the State of Utah subordinated to the extent permitted by law (any such successor provided in the indenture in right of payment to the Trusteeprior payment in full of all Senior Indebtedness (defined below), whether designated by SE Global but our obligation to holders to make payment of the principal of (and the Shareholders premium, if any) and interest on such subordinated debt securities will not otherwise be affected. In addition, no payment on account of principal (or pursuant to the clause above premium, if any), interest or otherwisesinking fund, is hereinafter referred to as the "Successor Agent"). The costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee in connection with if any, may be made on such proceeding for the appointment of a Successor Agent shall be paid by SE Global. SE Global and the Shareholders may, subordinated debt securities at any time after unless full payment of all amounts due in respect of the date hereofprincipal (and premium, upon 30 calendar day's prior written notice if any), interest and sinking fund, if any, on Senior Indebtedness has been made or duly provided for in money or money’s worth. In the event that, notwithstanding the foregoing, any payment from us is received by the trustee in respect of subordinated debt securities or by the holders of any of such subordinated debt securities before all Senior Indebtedness is paid in full, the payment or distribution must be paid over to the Trustee, appoint a Successor Agent for the resignation or removal holders of the TrusteeSenior Indebtedness or on their behalf for application to the payment of all the Senior Indebtedness remaining unpaid until all the Senior Indebtedness has been paid in full, whereupon after giving effect to any concurrent payment or distribution to the Trustee shall deliver holders of the Pooled Shares Senior Indebtedness. Subject to the payment in full of all Senior Indebtedness, the holders of such Successor Agentsubordinated debt securities will be subrogated to the rights of the holders of the Senior Indebtedness to the extent of payments made to the holders of the Senior Indebtedness out of the distributive share of such subordinated debt securities. By reason of this subordination, as provided belowin the event of a distribution of our assets upon our insolvency, certain of our senior creditors may recover more, ratably, than holders of any subordinated debt securities. The reasonable fees of any Successor Agent shall be borne by SE Global. Upon receipt related indenture will provide that these subordination provisions will not apply to money and securities held in trust under the defeasance provisions of the identity of the Successor Agent, the Trustee shall deliver the Pooled Shares then held hereunder to the Successor Agent. Upon delivery of the Pooled Shares to the Successor Agent, (i) the Trustee shall be discharged from any and all responsibility or liability with respect to the Pooled Shares (except as otherwise provided herein) and (ii) all references herein to the "Trustee" shall, where applicable, be deemed to include such Successor Agent and such Successor Agent shall thereafter become the Trustee for all purposes of this Agreementindenture.

Resignation of Trustee. (a) The Trustee may resign, with or without cause, at any time by notice to Depositor and each of the then Unitholders of record. Such notice shall specify a date when such resignation shall take effect, which shall be a Business Day not fewer than sixty (60) days after the date such notice is mailed; provided, however, that in no event shall any resignation of the Trustee be effective until a successor Trustee has accepted appointment as successor Trustee. In case of such resignation, the Trustee may nominate a successor Trustee which shall be approved and appointed by Depositor without a meeting or vote of the Unitholders, provided such successor meets the standards to serve as the Trustee as provided herein. If the Trustee at any time, in its sole discretion, deems it necessary or advisable to resign as the Trustee hereunder, it may do so by giving prior written has given notice of resignation in accordance with this Section 6.6, such event to SE Globalresignation is with cause and a successor has not accepted its appointment as successor Trustee during the 90-day period following the receipt by Depositor of such notice of resignation, and the Shareholders and thereafter delivering the Pooled Shares to any other agent designated by SE Global and the Shareholders as communicated annual fee payable to the Trustee in writingaccordance with Section 7.1 and Schedule 2 hereto shall be increased as of the end of such 90-day period by 5%, and if no such agent shall be designated further increased by SE Global and 5% for each month or portion thereof thereafter (to a maximum of two times the Shareholders within 60 calendar days fee payable at the time the notice of resignation was received by Depositor) until a successor has accepted its appointment as successor Trustee. The incremental amount of any such written notice, then increased fees shall be paid to the Trustee may do so by delivering on a monthly basis at the Pooled Shares either beginning of each such month or portion thereof. (b) If at any time (a) to any bank or trust located in the State of Utah which is willing to act as Trustee hereunder in its place (provided that the fees charged by such bank or trust company are not in excess of the fees charged by the Trustee has not received compensation for its services hereunder) or expenses or other amounts owed to the Trustee pursuant to Article VII, (b) if no such bank or trust company can be retained within Depositor has failed to fully fund a reasonable period after such 60 calendar day period Depositor Loan in a reasonably timely manner after the delivery Trustee has requested such Depositor Loan pursuant to Section 7.5 or has failed to pay Trust Obligations up to the Depositor Annual Expense Cap in accordance with Section 3.7, (c) the Trust Obligations exceed the amount of funds of the Trust available to pay such Trust Obligations, and (d) at any time that a stand-by reserve account or letter of credit is available to the Trustee as contemplated by Section 12.11, the Trustee is entitled to draw on the stand-by reserve account or letter of its written noticecredit, then the Trustee shall seek be permitted to resign for cause. In the appointment case of such resignation for cause, the Trustee may at its successor as prescribed by election cause the clerk sale of the Royalties and dissolve, windup and thereafter terminate the Trust in accordance with Article IX, and shall be fully protected and shall incur no liability to Depositor, Grantor, any Unitholder or any other proper officer of a court of competent jurisdiction located within the State of Utah to the extent permitted by law (any Person for doing so. No such successor to the Trustee, whether designated by SE Global and the Shareholders or pursuant to the clause above or otherwise, is hereinafter referred to as the "Successor Agent"). The costs and expenses (including reasonable attorneys' fees and expenses) incurred election by the Trustee to dissolve, windup and thereafter terminate the Trust in connection accordance with such proceeding for the appointment of a Successor Agent this Section 6.6(b) or Article IX shall be paid by SE Global. SE Global and the Shareholders may, at any time after the date hereof, upon 30 calendar day's prior written notice to the Trustee, appoint a Successor Agent for the resignation result or removal of the Trustee, whereupon the Trustee shall deliver the Pooled Shares to such Successor Agent, as provided below. The reasonable fees of any Successor Agent shall be borne by SE Global. Upon receipt of the identity of the Successor Agent, the Trustee shall deliver the Pooled Shares then held hereunder to the Successor Agent. Upon delivery of the Pooled Shares to the Successor Agent, (i) the Trustee shall be discharged from any and all responsibility or liability with respect to the Pooled Shares (except as otherwise provided herein) and (ii) all references herein to the "Trustee" shall, where applicable, be deemed to include such Successor Agent and such Successor Agent shall thereafter become result in any waiver or release of any right or protection of the Trustee for all purposes or any waiver or release of any Protective Provision set forth in this Agreement.

Resignation of Trustee. If the The Trustee at any time, in its sole discretion, deems it necessary or advisable to may resign as the Trustee hereunder, it may do so by giving upon sixty days' prior written notice to the Board of Directors of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Corporation (the "Board"), the Administrator, each Participant and each Beneficiary of a deceased Participant, except that any such event to SE Globalresignation shall not be effective until the Board have appointed in writing a successor trustee, which must be a bank, trust company, or an individual, and such successor has accepted the Shareholders and thereafter delivering the Pooled Shares to any other agent designated by SE Global and the Shareholders as communicated to the Trustee appointment in writing; provided, and however, that if no such agent shall be designated by SE Global and appointment is to become effective at any time after the Shareholders within 60 calendar days occurrence of such written noticea Change of Control, then the consent of a majority of the Participants to the appointment of such successor trustee must be obtained. For all purposes of this Trust Agreement where the consent of a majority of the Participants is required, the determination of majority consent shall be based upon receiving the consent of any combination of Participants whose sum of Account Balances as of the time of determination is greater than fifty percent of the sum of Account Balances for all Participants at such time, rather than upon receiving the consent of a majority of the number of Participants. For purposes of this determination, Beneficiaries of deceased Participants shall be considered Participants. The Board shall make a good faith effort, following receipt of notice of resignation from the Trustee, to find and appoint a successor Trustee may do so by delivering who will adhere to the Pooled Shares either (a) obligations imposed on such successor under the terms of this Trust Agreement, and in particular, but without limitation, the obligation to any bank or trust located exercise judgment independent of the Employer in the State circumstances described in Section 3.6 hereof. The appointment of Utah which is willing to act as Trustee hereunder in its place (provided a successor trustee shall also be conditioned upon obtaining from such successor a written statement that the fees charged by such bank or trust company are not in excess successor has read the Trust Agreement and understands its obligations thereunder. If the consent of a majority of the fees charged by Participants is required for the Trustee for its services hereunder) or (b) if no such bank or trust company can be retained within appointment of a reasonable period after such 60 calendar day period after the delivery by the Trustee of its written noticesuccessor Trustee, then the Trustee shall seek the appointment of its successor as prescribed be responsible for securing such Participant consents in a timely fashion and, unless ordered by the clerk or other proper officer of a court of competent jurisdiction located within the State of Utah jurisdiction, shall not reveal to the extent permitted by law (Board, the Administrator or any other person any information concerning such successor consents, except whether the required majority has been achieved. Any notice sent to the Trustee, whether designated by SE Global and the Shareholders or pursuant to the clause above or otherwise, is hereinafter referred to as the "Successor Agent"). The costs and expenses (including reasonable attorneys' fees and expenses) incurred Participants by the Trustee in connection with such proceeding for canvassing the appointment Participants as to their consent to a successor trustee, shall include the name and address of the proposed successor trustee. Any consent of a Successor Agent Participant required under this Section 8.1 shall be paid deemed given if no written objection is received by SE Global. SE Global and the Shareholders may, at any time after the date hereof, upon 30 calendar day's prior written notice to the Trustee, appoint a Successor Agent for the resignation or removal of the Trustee, whereupon the Trustee shall deliver the Pooled Shares from such Participant within fourteen days after request for such consent is sent postpaid by United States registered or certified mail with return receipt requested to such Successor Agent, as provided below. The reasonable fees of any Successor Agent shall be borne by SE Global. Upon receipt of the identity of the Successor Agent, the Trustee shall deliver the Pooled Shares then held hereunder to the Successor Agent. Upon delivery of the Pooled Shares to the Successor Agent, (i) the Trustee shall be discharged from any and all responsibility or liability with respect to the Pooled Shares (except as otherwise provided herein) and (ii) all references herein to the "Trustee" shall, where applicable, be deemed to include such Successor Agent and such Successor Agent shall thereafter become the Trustee for all purposes of this AgreementParticipant.

Resignation of Trustee. If the The Trustee may at any time, in its sole discretion, deems it necessary or advisable to resign as the Trustee hereunder, it may do so time by giving prior written six (6) months notice of such event to SE Global, and the Shareholders and thereafter delivering the Pooled Shares to any other agent designated by SE Global and the Shareholders as communicated to the Trustee in writing, notify the Issuer, the Facility Agent, the Joint Lead Arangers, the Joint Lead Managers, the Murabahah MTNholders and if no the Paying Agent of its proposed resignation. After the giving of any such agent notice of proposed resignation, the Issuer shall in writing appoint a successor as Trustee (such successor which shall be designated a trustee corporation and duly qualified to act as trustee for the purposes of the SCA and shall be acceptable to the Murabahah MTNholders holding not less than fifty one per cent (51%) of the Face Amount of the Outstanding Primary MTNs). If such successor has not accepted in writing the appointment within three (3) months after the notice of proposed termination, the Trustee may, within a further thirty (30) days appoint, on behalf of the Murabahah MTNholders, a successor reasonably acceptable to the Issuer, which shall be a trustee corporation and duly qualified to act as trustee for the purposes of the SCA, in any such case with an office in Kuala Lumpur). Upon the written acceptance by SE Global a successor of its appointment and notification of such appointment to the Issuer and the Shareholders within 60 calendar days Murabahah MTNholders in accordance with the provisions of such written notice, then the Trustee may do so by delivering the Pooled Shares either Murabahah MTNs: (a) such successor shall become bound by all the obligations of the Trustee and become entitled to all the rights, privileges, powers, authorities and discretions of the Trustee hereunder without prejudice however to any bank or trust located in liabilities which the State retiring Trustee may have incurred prior to the termination of Utah which is willing to act as Trustee hereunder in its place (provided that the fees charged by such bank or trust company are not in excess of the fees charged by the Trustee for its services hereunder) or appointment; (b) if no such bank or trust company can be retained within a reasonable period after such 60 calendar day period after the delivery by the Trustee of its written notice, then the Trustee shall seek the appointment of its successor as prescribed by the clerk or other proper officer of a court of competent jurisdiction located within retiring Trustee shall terminate; (c) the State of Utah to the extent permitted by law (any such successor to the Trustee, whether designated by SE Global and the Shareholders or pursuant to the clause above or otherwise, is hereinafter referred to as the "Successor Agent"). The costs and expenses (including reasonable attorneys' fees and expenses) incurred by the retiring Trustee in connection with such proceeding for the appointment of a Successor Agent shall be paid by SE Global. SE Global and the Shareholders may, at any time after the date hereof, upon 30 calendar day's prior written notice to the Trustee, appoint a Successor Agent for the aforesaid resignation or removal of the Trustee, whereupon the Trustee shall deliver the Pooled Shares to such Successor Agent, as provided below. The reasonable fees of any Successor Agent shall be borne by SE Global. Upon receipt of the identity of the Successor Agent, the Trustee shall deliver the Pooled Shares then held hereunder to the Successor Agent. Upon delivery of the Pooled Shares to the Successor Agent, (i) the Trustee shall be discharged from any further liability or obligation under this Deed, the other Transaction Documents and all responsibility or liability with respect the Murabahah MTNs to which it is a party but without prejudice to any antecedent breach of those documents by the retiring Trustee prior to the Pooled Shares termination of its appointment; (except as otherwise provided hereind) the provisions of this Deed, the other Transaction Documents and the Murabahah MTNs shall continue in effect for the benefit of any retiring Trustee in respect of any actions taken or omitted to be taken by it or by any event occurring before the termination of its appointment; and (iie) all references herein the retiring Trustee shall deliver to the "Trustee" shallnew Trustee this Deed, where applicable, be deemed the other Transaction Documents to include which it is a party and any documents relating to the Murabahah MTNs then held in its possession and upon such Successor Agent delivery shall cease to have any further liability or obligation in relation to this Deed and such Successor Agent shall thereafter become the Trustee for all purposes of this Agreementother Transaction Documents.

Resignation of Trustee. If the The Trustee may at any time, in its sole discretion, deems it necessary or advisable to resign as the Trustee hereunder, it may do so time by giving prior written six (6) months notice of such event to SE Global, and the Shareholders and thereafter delivering the Pooled Shares to any other agent designated by SE Global and the Shareholders as communicated to the Trustee in writing, notify the Issuer, the Facility Agent, the Joint Lead Managers, the Conventional MTNholders and if no the Paying Agent of its proposed resignation. After the giving of any such agent notice of proposed resignation, the Issuer shall in writing appoint a successor as Trustee (such successor which shall be designated a trustee corporation and duly qualified to act as trustee for the purposes of the SCA and shall be acceptable to the Conventional MTNholders holding not less than fifty one per cent (51%) of the Nominal Value of the Outstanding Conventional MTNs). If such successor has not accepted in writing the appointment within three (3) months after the notice of proposed termination, the Trustee may, within a further thirty (30) days appoint, on behalf of the Conventional MTNholders, a successor reasonably acceptable to the Issuer, which shall be a trustee corporation and duly qualified to act as trustee for the purposes of the SCA, in any such case with an office in Kuala Lumpur). Upon the written acceptance by SE Global a successor of its appointment and notification of such appointment to the Issuer and the Shareholders within 60 calendar days Conventional MTNholders in accordance with the provisions of such written notice, then the Trustee may do so by delivering the Pooled Shares either Conventional MTNs: (a) such successor shall become bound by all the obligations of the Trustee and become entitled to all the rights, privileges, powers, authorities and discretions of the Trustee hereunder without prejudice however to any bank or trust located in liabilities which the State retiring Trustee may have incurred prior to the termination of Utah which is willing to act as Trustee hereunder in its place (provided that the fees charged by such bank or trust company are not in excess of the fees charged by the Trustee for its services hereunder) or appointment; (b) if no such bank or trust company can be retained within a reasonable period after such 60 calendar day period after the delivery by the Trustee of its written notice, then the Trustee shall seek the appointment of its successor as prescribed by the clerk or other proper officer of a court of competent jurisdiction located within retiring Trustee shall terminate; (c) the State of Utah to the extent permitted by law (any such successor to the Trustee, whether designated by SE Global and the Shareholders or pursuant to the clause above or otherwise, is hereinafter referred to as the "Successor Agent"). The costs and expenses (including reasonable attorneys' fees and expenses) incurred by the retiring Trustee in connection with such proceeding for the appointment of a Successor Agent shall be paid by SE Global. SE Global and the Shareholders may, at any time after the date hereof, upon 30 calendar day's prior written notice to the Trustee, appoint a Successor Agent for the aforesaid resignation or removal of the Trustee, whereupon the Trustee shall deliver the Pooled Shares to such Successor Agent, as provided below. The reasonable fees of any Successor Agent shall be borne by SE Global. Upon receipt of the identity of the Successor Agent, the Trustee shall deliver the Pooled Shares then held hereunder to the Successor Agent. Upon delivery of the Pooled Shares to the Successor Agent, (i) the Trustee shall be discharged from any further liability or obligation under this Deed, the other Transaction Documents and all responsibility or liability with respect the Conventional MTNs to which it is a party but without prejudice to any antecedent breach of those documents by the retiring Trustee prior to the Pooled Shares termination of its appointment; (except as otherwise provided hereind) the provisions of this Deed, the other Transaction Documents and the Conventional MTNs shall continue in effect for the benefit of any retiring Trustee in respect of any actions taken or omitted to be taken by it or by any event occurring before the termination of its appointment; and (iie) all references herein the retiring Trustee shall deliver to the "Trustee" shallnew Trustee this Deed, where applicable, be deemed the other Transaction Documents to include which it is a party and any documents relating to the Conventional MTNs then held in its possession and upon such Successor Agent delivery shall cease to have any further liability or obligation in relation to this Deed and such Successor Agent shall thereafter become the Trustee for all purposes of this Agreementother Transaction Documents.

Resignation of Trustee. The Trustee may without assigning any reason thereof, at any time by no less than three (3) months notice in writing, notify the Issuer, the Facility Agent, the Lead Manager, the Subordinated Debtholders and the Paying Agent of its proposed resignation. After the giving of any such notice of proposed resignation, the Issuer shall in writing appoint a successor as Trustee (such successor which shall be a trustee corporation and duly qualified to act as trustee for the purposes of the CMSA and shall be acceptable to the Subordinated Debtholders holding not less than fifty one per cent (51%) of the Nominal Value of the Outstanding Subordinated Debt). If any such successor has not accepted in writing the appointment within one (1) month after the notice of proposed resignation, the Trustee at any timemay, within a further thirty (30) days appoint, on behalf of the Subordinated Debtholders, a successor acceptable to the Issuer (which successor shall be a trustee corporation and duly qualified to act as trustee for the purposes of the CMSA, in any such case with an office in Kuala Lumpur). Upon the written acceptance by a successor of its sole discretionappointment and notification of such appointment to the Issuer and the Subordinated Debtholders in accordance with the provisions of the Subordinated Debt: (a) such successor shall become bound by all the obligations of the Trustee, deems it necessary or advisable and become entitled to resign as all the rights, privileges, powers, authorities and discretions of the Trustee hereunder, it may do so by giving prior written notice of such event to SE Global, and the Shareholders and thereafter delivering the Pooled Shares without prejudice however to any other agent designated by SE Global and liabilities which the Shareholders as communicated retiring Trustee may have incurred prior to the Trustee in writing, and if no such agent shall be designated by SE Global and the Shareholders within 60 calendar days termination of such written notice, then the Trustee may do so by delivering the Pooled Shares either (a) to any bank or trust located in the State of Utah which is willing to act as Trustee hereunder in its place (provided that the fees charged by such bank or trust company are not in excess of the fees charged by the Trustee for its services hereunder) or appointment; (b) if no such bank or trust company can be retained within a reasonable period after such 60 calendar day period after the delivery by the Trustee of its written notice, then the Trustee shall seek the appointment of its successor as prescribed by the clerk or other proper officer of a court of competent jurisdiction located within the State of Utah to the extent permitted by law (any such successor to the retiring Trustee, whether designated by SE Global and shall terminate; (c) the Shareholders or pursuant to the clause above or otherwise, is hereinafter referred to as the "Successor Agent"). The costs and expenses (including reasonable attorneys' fees and expenses) incurred by the retiring Trustee in connection with such proceeding for the appointment of a Successor Agent shall be paid by SE Global. SE Global and the Shareholders may, at any time after the date hereof, upon 30 calendar day's prior written notice to the Trustee, appoint a Successor Agent for the aforesaid resignation or removal of the Trustee, whereupon the Trustee shall deliver the Pooled Shares to such Successor Agent, as provided below. The reasonable fees of any Successor Agent shall be borne by SE Global. Upon receipt of the identity of the Successor Agent, the Trustee shall deliver the Pooled Shares then held hereunder to the Successor Agent. Upon delivery of the Pooled Shares to the Successor Agent, (i) the Trustee shall be discharged from any further liability or obligation under this Deed, the other Transaction Documents and all responsibility or liability with respect the Subordinated Debt to which it is a party but without prejudice to any antecedent breach of those documents by the retiring Trustee prior to the Pooled Shares termination of its appointment; (except as otherwise provided hereind) and (ii) all references herein the retiring Trustee shall refund to the "Trustee" shall, where applicable, be deemed Issuer the relevant portion of fees paid to include such Successor Agent and such Successor Agent shall thereafter become the Trustee by the Issuer which relates to such period for all purposes which the fees have been paid in advance; (e) the provisions of this AgreementDeed, the other Transaction Documents and the Subordinated Debt shall continue in effect for the benefit of any retiring Trustee in respect of any actions taken or omitted to be taken by it or by any event occurring before the termination of its appointment; and (f) the retiring Trustee shall deliver to the new Trustee this Deed, the other Transaction Documents to which it is a party and any documents relating to the Subordinated Debt then held in its possession and upon such delivery shall cease to have any further liability or obligation in relation to this Deed and the other Transaction Documents.

Resignation of Trustee. If the (i) The Trustee may, at any time, in its sole discretionwithout assigning any reason and without being responsible for any loss or costs occasioned thereby, deems it necessary or advisable to resign as the Trustee hereunder, it may do so trustee by giving prior providing a written notice of such event to SE Global, and the Shareholders and thereafter delivering the Pooled Shares to any other agent designated by SE Global and the Shareholders as communicated to the Trustee in writing, and if no such agent shall be designated by SE Global and the Shareholders within 60 at least 90 (ninety) calendar days of such written notice, then the Trustee may do so by delivering the Pooled Shares either (a) to any bank or trust located in the State of Utah which is willing this regard; provided that it shall continue to act as the Trustee hereunder in its place until a successor trustee, acceptable to the Debenture Holders (provided that the fees charged by such bank or trust company are not in excess of the fees charged acting on Majority Resolution), (“Successor Trustee”) is appointed by the Trustee for its services hereunderCompany. (ii) or (b) if no such bank or trust company can be retained within a reasonable period after such 60 calendar day period after the delivery by the Trustee of its written notice, then the Trustee shall seek the appointment of its successor as prescribed by the clerk or other proper officer of a court of competent jurisdiction located within the State of Utah to the extent permitted by law (any such successor to the Trustee, whether designated by SE Global and the Shareholders or pursuant to the clause above or otherwise, is hereinafter referred to as the "Successor Agent"). The costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee in connection with such proceeding for the appointment of a Successor Agent shall be paid by SE Global. SE Global and the Shareholders may, at any time after the date hereof, upon 30 calendar day's prior written notice to the Trustee, appoint a Successor Agent for the resignation or removal of the Trustee, whereupon the Trustee shall deliver the Pooled Shares to such Successor Agent, as provided below. The reasonable fees of any Successor Agent shall be borne by SE Global. Upon receipt of the identity notice of resignation from the Trustee, the Debenture Holders shall acting on Majority Resolution, within 20 (twenty) Business Days of the resignation, approve another entity to act as the Successor Trustee and notify the Company of its decision. The Company shall within 5 (five) Business Days of receipt of notice from the Debenture Holders acting on Majority Resolution, take all necessary steps to appoint the entity approved by the Debenture Holders acting on Majority Resolution as the Successor Trustee and complete all necessary formalities to give effect to such appointment. (iii) In the event that the Company fails, for any reason whatsoever, to take requisite steps or actions required to appoint the Successor Trustee in terms of this Clause 13 (Retirement and Removal of the Trustee), the Debenture Holders (acting on Majority Resolution) may, but without being bound to do so, appoint the Successor Trustee in accordance with the terms stated and by following the procedure set out above in this Clause 13 (Retirement and Removal of the Trustee) and shall have all the rights and powers set out therein. All costs, fees, charges and expenses whatsoever related to such appointment of the Successor Agent, the Trustee shall deliver the Pooled Shares then held hereunder to the Successor Agent. Upon delivery of the Pooled Shares to the Successor Agent, (i) the Trustee shall be discharged from any borne solely on the account of the Company and all responsibility or liability with respect the Company shall forthwith reimburse to the Pooled Shares Debenture Holders (except as otherwise provided hereinacting on Majority Resolution) and any amounts expended by the Debenture Holders (iiacting on Majority Resolution) all references herein to in this regard on receipt of a written notice from the "Trustee" shall, where applicable, be deemed to include such Successor Agent and such Successor Agent shall thereafter become Trustee in this behalf (acting on behalf of the Trustee for all purposes of this AgreementDebenture Holders (acting on Majority Resolution).

Resignation of Trustee. If Any Trustee may resign his or her office with thirty (30) days written notice to Beneficiaries. The Beneficiaries shall appoint the Trustee at any time, in its sole discretion, deems it necessary named as successor Trustee herein (or advisable proceed to resign as elect a new Trustee) to take the place of the Trustee hereunderwho had resigned, it may do so but the resignation shall not take effect until an affidavit signed and acknowledged before a notary public by giving prior written both the resigning Trustee and the new Trustee shall have been procured. If any Trust property is recorded in the name of the trustee himself, the resigning trustee shall also a execute the appropriate title, ▇▇▇▇ of sale or assignment to effectuate a legal transfer to the new trustee. In the event a new trustee is not appointed within Sixty (60) days after notice the resignation of such event to SE Globalthe existing Trustee is received by the beneficiaries, this agreement shall terminate, and the Shareholders and thereafter delivering the Pooled Shares to any other agent designated by SE Global and the Shareholders as communicated to the Trustee in writing, and if no such agent shall be designated by SE Global and the Shareholders within 60 calendar days of such written notice, then the Trustee may do so by delivering the Pooled Shares either (a) to any bank or trust located in the State of Utah which is willing to act as Trustee hereunder in its place (provided that the fees charged by such bank or trust company are not in excess of the fees charged by the Trustee for its services hereunder) or (b) if no such bank or trust company can be retained within a reasonable period after such 60 calendar day period after the delivery by the Trustee of its written notice, then the Trustee shall seek the appointment of its successor as prescribed by the clerk or other proper officer of a court of competent jurisdiction located within the State of Utah to the extent permitted by law (any such successor to the Trustee, whether designated by SE Global and the Shareholders or pursuant to the clause above or otherwise, is hereinafter referred to as the "Successor Agent"). The costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee in connection with such proceeding for the appointment of a Successor Agent shall be paid by SE Global. SE Global and the Shareholders may, at any time after the date hereof, upon 30 calendar day's prior written notice to the Trustee, appoint a Successor Agent for the resignation or removal of the Trustee, whereupon the resigning Trustee shall deliver all books, records, bank account information, keys, security deposits, leases and funds in his or her possession, and execute any documents necessary to convey title to the Pooled Shares trust property to such Successor Agentthe beneficiaries as their interests may appear. Whenever a new Trustee shall have been elected or appointed to the office of Trustee and shall have assumed the duties of office, he or she shall succeed to the title of all the properties of the Trust and shall have all the powers and be subject to all the restrictions granted to or imposed upon the Trustee by this agreement, and every Trustee shall have the same powers, rights, and interests regarding the Trust Property, and shall be subject to the same restrictions and duties as the original Trustee, except as the same shall have been modified by amendment, as herein provided below. The reasonable fees of any Successor Agent shall be borne by SE Global. Upon receipt of the identity of the Successor Agent, the Trustee shall deliver the Pooled Shares then held hereunder to the Successor Agent. Upon delivery of the Pooled Shares to the Successor Agent, (i) the Trustee shall be discharged from any and all responsibility or liability with respect to the Pooled Shares (except as otherwise provided herein) and (ii) all references herein to the "Trustee" shall, where applicable, be deemed to include such Successor Agent and such Successor Agent shall thereafter become the Trustee for all purposes of this Agreementfor.

Resignation of Trustee. Any Trustee may resign his or her office with thirty (30) days written notice to Beneficiaries. The Beneficiaries shall appoint the Trustee named as successor Trustee herein (or proceed to elect a new Trustee) to take the place of the Trustee who had resigned, but the resignation shall not take effect until an affidavit signed and acknowledged before a notary public by both the resigning Trustee and the new Trustee shall have been procured in a form which is acceptable for recording in the registries of deeds of all the counties in which properties held under this instrument are situated. If the Trust property is recorded in the name of the trustee himself, the resigning trustee shall also execute a general warranty deed in the proper form and manner for recording the registry of deeds in the county in which the property is situate. Said deed and/or affidavit need not be recorded unless so requested of the new Trustee at any timethe written direction of the Beneficiaries. In the event a new trustee is not appointed within Sixty (60) days after notice the resignation of the existing Trustee is received by the beneficiaries, in its sole discretion, deems it necessary or advisable to resign as the Trustee hereunder, it may do so by giving prior written notice of such event to SE Globalthis agreement shall terminate, and the Shareholders and thereafter delivering the Pooled Shares to any other agent designated by SE Global and the Shareholders as communicated to the Trustee in writing, and if no such agent shall be designated by SE Global and the Shareholders within 60 calendar days of such written notice, then the Trustee may do so by delivering the Pooled Shares either (a) to any bank or trust located in the State of Utah which is willing to act as Trustee hereunder in its place (provided that the fees charged by such bank or trust company are not in excess of the fees charged by the Trustee for its services hereunder) or (b) if no such bank or trust company can be retained within a reasonable period after such 60 calendar day period after the delivery by the Trustee of its written notice, then the Trustee shall seek the appointment of its successor as prescribed by the clerk or other proper officer of a court of competent jurisdiction located within the State of Utah to the extent permitted by law (any such successor to the Trustee, whether designated by SE Global and the Shareholders or pursuant to the clause above or otherwise, is hereinafter referred to as the "Successor Agent"). The costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee in connection with such proceeding for the appointment of a Successor Agent shall be paid by SE Global. SE Global and the Shareholders may, at any time after the date hereof, upon 30 calendar day's prior written notice to the Trustee, appoint a Successor Agent for the resignation or removal of the Trustee, whereupon the resigning Trustee shall deliver all books, records, bank account information, keys, security deposits, leases and funds in his or her possession, and execute any documents necessary to convey title to the Pooled Shares trust property to such Successor Agentthe beneficiaries as their interests may appear. Whenever a new Trustee shall have been elected or appointed to the office of Trustee and shall have assumed the duties of office, he or she shall succeed to the title of all the properties of the Trust and shall have all the powers and be subject to all the restrictions granted to or imposed upon the Trustee by this agreement, and every Trustee shall have the same powers, rights, and interests regarding the Trust Property, and shall be subject to the same restrictions and duties as the original Trustee, except as the same shall have been modified by amendment, as herein provided below. The reasonable fees of any Successor Agent shall be borne by SE Global. Upon receipt of the identity of the Successor Agent, the Trustee shall deliver the Pooled Shares then held hereunder to the Successor Agent. Upon delivery of the Pooled Shares to the Successor Agent, (i) the Trustee shall be discharged from any and all responsibility or liability with respect to the Pooled Shares (except as otherwise provided herein) and (ii) all references herein to the "Trustee" shall, where applicable, be deemed to include such Successor Agent and such Successor Agent shall thereafter become the Trustee for all purposes of this Agreementfor.

Resignation of Trustee. If the The Trustee at any time, in its sole discretion, deems it necessary or advisable to may resign as the Trustee hereunder, it may do so by giving upon sixty days' prior written notice to the Board of Directors of Allwaste, Inc. (the "BOARD"), the Plan Administrator, each Member and each Beneficiary of a deceased Member, except that any such resignation shall not be effective until the Board have appointed in writing a successor trustee, which must be a bank, trust company, or an individual, and such successor has accepted the appointment in writing; provided, however, that if such appointment is to become effective at any time after the occurrence of a Change in Control, then the consent of a majority of the Members to the appointment of such event successor trustee must be obtained. For all purposes of this Trust Agreement where the consent of a majority of the Members is required, the determination of majority consent shall be based upon receiving the consent of any combination of Members whose sum of Account Balances as of the time of determination is greater than fifty percent of the sum of Account Balances for all Members at such time, rather than upon receiving the consent of a majority of the number of Members. For purposes of this determination, Beneficiaries of deceased Members shall be considered Members. The Board shall make a good faith effort, following receipt of notice of resignation from the Trustee, to SE Globalfind and appoint a successor Trustee who will adhere to the obligations imposed on such successor under the terms of this Trust Agreement, and in particular, but without limitation, the Shareholders obligation to exercise judgment independent of the Company in the circumstances described in Section 3.6 hereof. The appointment of a successor trustee shall also be conditioned upon obtaining from such successor a written statement that the successor has read the Trust Agreement and thereafter delivering understands its obligations thereunder. If the Pooled Shares consent of a majority of the Members is required for the appointment of a successor Trustee, then the Trustee shall be responsible for securing such Member consents in a timely fashion and, unless ordered by a court of competent jurisdiction, shall not reveal to the Board, the Plan Administrator or any other agent designated person any information concerning such consents, except whether the required majority has been achieved. Any notice sent to Members by SE Global the Trustee canvassing the Members as to their consent to a successor trustee, shall include the name and address of the Shareholders as communicated proposed successor trustee. Any consent of a Member required under this Section 8.1 shall be deemed given if no written objection is received by the Trustee from such Member within fourteen days after request for such consent is sent postpaid by United States registered or certified mail with return receipt requested to such Member. Provisions of the Trust Agreement to the contrary notwithstanding, if the Trustee in writing, gives notice of resignation to the Plan Administrator and if no such agent shall be designated by SE Global and the Shareholders successor Trustee has been appointed within 60 calendar sixty days of receipt of such written notice, then the compensation of the Trustee may do so then in effect shall increase by delivering the Pooled Shares either (a) to any bank or trust located in the State of Utah which is willing to act 50%, effective as Trustee hereunder in its place (provided that the fees charged by such bank or trust company are not in excess of the fees charged by the Trustee for its services hereunder) or (b) if no lapse of such bank or trust company can be retained within a reasonable period after such 60 calendar sixty-day period after the delivery by the Trustee of its written notice, then the Trustee shall seek the appointment of its successor as prescribed by the clerk or other proper officer of a court of competent jurisdiction located within the State of Utah to the extent permitted by law (any such successor to the Trustee, whether designated by SE Global and the Shareholders or pursuant to the clause above or otherwise, is hereinafter referred to as the "Successor Agent"). The costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee in connection with such proceeding for the appointment of a Successor Agent shall be paid by SE Global. SE Global and the Shareholders may, at any time after the date hereof, upon 30 calendar day's prior written notice to the Trustee, appoint a Successor Agent for the resignation or removal of the Trustee, whereupon the Trustee shall deliver the Pooled Shares to such Successor Agent, as provided below. The reasonable fees of any Successor Agent shall be borne by SE Global. Upon receipt of the identity of the Successor Agent, the Trustee shall deliver the Pooled Shares then held hereunder to the Successor Agent. Upon delivery of the Pooled Shares to the Successor Agent, (i) the Trustee shall be discharged from any and all responsibility or liability with respect to the Pooled Shares (except as otherwise provided herein) and (ii) all references herein to the "Trustee" shall, where applicable, be deemed to include such Successor Agent and such Successor Agent shall thereafter become the Trustee for all purposes of this Agreementperiod.

Resignation of Trustee. If the Trustee at any time, in its sole discretion, deems it necessary or advisable to resign as the Trustee hereunder, it may do so by giving prior written notice of such event to SE GlobalSNMD, and the Shareholders and thereafter delivering the Pooled Shares to any other agent designated by SE Global SNMD and the Shareholders as communicated to the Trustee in writing, and if no such agent shall be designated by SE Global SNMD and the Shareholders within 60 calendar days of such written notice, then the Trustee may do so by delivering the Pooled Shares either (a) to any bank or trust located in the State of Utah which is willing to act as Trustee hereunder in its place (provided that the fees charged by such bank or trust company are not in excess of the fees charged by the Trustee for its services hereunder) or (b) if no such bank or trust company can be retained within a reasonable period after such 60 calendar day period after the delivery by the Trustee of its written notice, then the Trustee shall seek the appointment of its successor as prescribed by the clerk or other proper officer of a court of competent jurisdiction located within the State of Utah to the extent permitted by law (any such successor to the Trustee, whether designated by SE Global SNMD and the Shareholders or pursuant to the clause above or otherwise, is hereinafter referred to as the "“Successor Agent"”). The costs and expenses (including reasonable attorneys' ’ fees and expenses) incurred by the Trustee in connection with such proceeding for the appointment of a Successor Agent shall be paid by SE GlobalSNMD. SE Global SNMD and the Shareholders may, at any time after the date hereof, upon 30 calendar day's ’s prior written notice to the Trustee, appoint a Successor Agent for the resignation or removal of the Trustee, whereupon the Trustee shall deliver the Pooled Shares to such Successor Agent, as provided below. The reasonable fees of any Successor Agent shall be borne by SE GlobalSNMD. Upon receipt of the identity of the Successor Agent, the Trustee shall deliver the Pooled Shares then held hereunder to the Successor Agent. Upon delivery of the Pooled Shares to the Successor Agent, (i) the Trustee shall be discharged from any and all responsibility or liability with respect to the Pooled Shares (except as otherwise provided herein) and (ii) all references herein to the "“Trustee" ” shall, where applicable, be deemed to include such Successor Agent and such Successor Agent shall thereafter become the Trustee for all purposes of this Agreement.