RESIGNING TRUSTEE Clause Samples

RESIGNING TRUSTEE. 1.1 Pursuant to Section 8.10 of the Indenture, Resigning Trustee hereby notifies the Company that Resigning Trustee is hereby resigning as Trustee, Paying Agent and Security Registrar under the Indenture. The resignation of Resigning Trustee as Trustee, Paying Agent and Security Registrar under the Indenture shall become effective pursuant to Section 8.10 of the Indenture on the Effective Date (as defined in Section 5.2 hereof) following the execution, acknowledgement and delivery of a counterpart of this Instrument to the Company and to Resigning Trustee by Successor Trustee. 1.2 Resigning Trustee hereby represents and warrants to Successor Trustee that: (a) No covenant or condition contained in the Indenture has been waived by Resigning Trustee or, to the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, by the Holders of the percentage in aggregate principal amount of the Securities required by the Indenture to effect any such waiver; (b) To Resigning Trustee’s knowledge, there is no action, suit or proceeding pending or, to the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, threatened against Resigning Trustee before any court or any governmental authority arising out of any act or omission of Resigning Trustee as Trustee, Paying Agent or Security Registrar under the Indenture; (c) As of the Effective Date, Resigning Trustee will hold no moneys or property under the Indenture; (d) Pursuant to Section 2.04 of the Indenture, Resigning Trustee duly authenticated and delivered, on September 20, 2005, $300,000,000 in aggregate principal amount of 5% Notes due 2015, $300,000,000 of which are outstanding as of the date of this Instrument, and on December 5, 2007, $400,000,000 in aggregate principal amount of 5.95% Notes due 2017, $400,000,000 of which are outstanding as of the date of this Instrument; (e) 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; (f) The moneys and property being transferred to Successor Trustee do not include any moneys or property that was required to be paid to any state under an abandoned property law; (g) Each person who so authenticated the Securities was duly elected, qualified and acting as an officer of Resigning Trustee and empowered to authenticate the Securities at the respective times of such authentication and th...