Common use of RESIGNING TRUSTEE Clause in Contracts

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 the signature of such person or persons appearing on such Securities is each such person’s genuine signature; (h) This Instrument has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation; and (i) To the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, no event has occurred and is continuing which is, or after notice or lapse of time would constitute, an Event of Default under Section 7.01 of the Indenture. 1.3 Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indenture and all the rights, powers, duties, obligations, immunities and trusts of the Trustee under the Indenture. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, duties, obligations, immunities and trusts hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Paying Agent and Security Registrar.

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 the signature of such person or persons appearing on such Securities is each such person’s genuine signature; (hb) This Instrument has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation; and (ic) To the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, no event has occurred and is continuing which is, or after notice or lapse of time would constitute, an Event of Default under Section 7.01 of the Indenture. 1.3 Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indenture and all the rights, powers, duties, obligations, immunities and trusts of the Trustee under the Indenture. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, duties, obligations, immunities and trusts hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Paying Agent and Security Registrar.

RESIGNING TRUSTEE. 1.1 SECTION 1.1. Pursuant to Section 8.10 7.08 of the Indenture, Resigning Trustee hereby notifies the Company that Resigning Trustee is hereby resigning as Trustee, Paying Agent and Security Registrar Trustee under the Indenture. The resignation of Resigning Trustee hereby also resigns as Trustee, Registrar and 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 TrusteeIndenture. 1.2 SECTION 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 of the knowledge of the responsible officers of Resigning Trustee’s corporate trust department's Corporate Trust Group, 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 There is no action, suit or proceeding pending or, to the best of the knowledge of the responsible officers of assigned to Resigning Trustee’s corporate trust department's Corporate Trust Group, threatened against Resigning Trustee before any court or any governmental authority arising out of any act action or omission of by Resigning Trustee as Trustee, Registrar or Paying Agent or Security Registrar under the Indenture;. (c) As of the Effective Dateeffective date of this Agreement, Resigning Trustee will hold no moneys or property under the Indenture;. (d) Pursuant to Section 2.04 of the Indenture, Resigning Trustee duly authenticated the currently authorized and delivered, on September 20, 2005, $300,000,000 in issued aggregate principal amount of 5% Notes due 2015the Securities described in the first recital of this Agreement, $300,000,000 of which are is outstanding as of the effective date of this Instrumenthereof, was duly executed 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;authenticated. (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 was, at the time of such authentication, duly elected, qualified and acting as an officer of Resigning the Trustee under the Indenture and empowered to authenticate the Securities at the respective times of such authentication Securities, and the signature of such person or persons appearing on such Securities is each such person’s 's genuine signature;. (hf) This Instrument Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation; and. (ig) To the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, no No event has occurred and is continuing which is, or after notice or lapse of time would constitutebecome, an Event of Default under Section 7.01 of the Indenture. 1.3 (h) Interest on the Securities has been paid through October 1, 2001. SECTION 1.3. Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indenture and Indenture, all the rights, powers, duties, obligations, immunities powers and trusts duties of the Trustee under the Indenture and all property and money held by such Resigning Trustee under the Indenture. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, duties, obligations, immunities powers and trusts duties hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Registrar and Paying Agent and Security Registrarunder the Indenture. SECTION 1.4. Resigning Trustee shall deliver to Successor Trustee, as of or immediately after the effective date hereof, all of the documents listed on Exhibit A hereto.