Common use of Acceptance of Appointment by Successor Trustee Clause in Contracts

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 shall execute and deliver to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer or of the successor trustee, the trustee ceasing to act shall upon being paid the amounts due it under Section 6.6 pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.6. No successor trustee shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trustee.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in under Section 6.10 7.09 shall execute execute, acknowledge and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, the trustee Trustee ceasing to act shall shall, upon being paid the payment of any such amounts then due it under Section 6.6 pay over pursuant to the successor trustee all moneys at the time held by it hereunder and shall provisions of Section 7.06, execute and deliver an instrument transferring to such successor trustee all such the rights, powers, duties powers and obligationstrusts of the Trustee so ceasing to act. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a prior claim lien upon all Property property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 6.67.06. No successor trustee with respect to the Notes shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall with respect to the Notes be qualified under the provisions of Section 6.8 Trust Indenture Act and eligible under the provisions Section 7.08. Upon acceptance of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any appointment by a successor trustee, the Company shall give notice of the succession of such trustee hereunder to the Holders of Notes in the manner provided in Section 1.05. If the Company fails to give such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be given at the expense of the Company.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 7.10 shall execute execute, acknowledge and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereinhereunder; but, but nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of all amounts due to the trustee Trustee under Section 7.6, the Trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 4.4, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee Trustee ceasing to act act, shall, nevertheless, retain a prior claim lien upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.67.6. No successor trustee shall accept appointment as provided in this Section 6.11 7.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 7.8 and eligible under the provisions of Section 6.97.9. No Trustee under this Indenture shall be personally liable for any action or omission Upon acceptance of appointment by any successor trustee as provided in this Section 7.11, the Company shall mail notice thereof by first-class mail to the Holders of Securities at their last addresses as they shall appear on the Security Register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 7.10. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 7.10 shall execute execute, acknowledge and deliver to the Issuer Company, the Guarantor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations with respect to such Series of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, the trustee ceasing to act shall shall, upon being paid the payment of any amounts then due it under Section 6.6 pay over pursuant to the successor trustee all moneys at the time held by it hereunder and shall provisions of Section 7.06, execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties the rights and obligationspowers with respect to the trustee so ceasing to act. Upon written request of any such successor trustee, the Issuer Company and the Guarantor shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim lien upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.67.06. No successor trustee shall accept appointment as provided in this Section 6.11 7.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 7.08 and eligible under the provisions of Section 6.97.09. No Trustee under Upon acceptance of appointment by a successor trustee as provided in this Indenture Section 7.11, the successor trustee shall be personally liable for any action or omission at the expense of any successor trusteethe Company transmit notice of the succession of such trustee hereunder to the Holders of Securities in the manner and to the extent provided in subsection (c) of Section 5.04 with respect to reports pursuant to subsection (a) of said Section 5.04.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 7.10 shall execute and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereinhereunder; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under Section 6.6 pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.67.06. No successor trustee shall accept appointment as provided in this Section 6.11 7.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 7.08 and eligible under the provisions of Section 6.97.09. No Trustee under this Indenture shall be personally liable for any action or omission Upon acceptance of appointment by any successor trustee as provided in this Section 7.11, the Company shall mail notice thereof by first class mail to the Holders of Securities at their last addresses as they shall appear in the register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 7.10. If the Company fails to mail such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance of Appointment by Successor Trustee. Any (a) Every successor trustee appointed as provided in Section 6.10 6.8 shall execute execute, acknowledge and deliver to the Issuer Trust and to its predecessor indenture trustee an instrument accepting such appointment hereunderappointment, and thereupon the resignation or removal of the predecessor indenture trustee shall become effective and such successor indenture trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunderunder the Indenture, with like effect as if originally named as indenture trustee hereinunder the Indenture; but, nevertheless, on the written request of the Issuer Trust or of the successor indenture trustee, upon payment of its charges then unpaid, the indenture trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 11.4, pay over to the successor indenture trustee all moneys funds at the time held by it hereunder under the Indenture and shall execute and deliver an instrument transferring to such successor indenture trustee all such rights, powers, duties and obligations. Upon request of any such successor indenture trustee, the Issuer Trust shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor indenture trustee all such rights and powers. Any Subject to the Lien created under the Indenture, any indenture trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such indenture trustee to secure any amounts then due it pursuant to the provisions of Section 6.6. No successor trustee shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trustee.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 7.10 shall execute execute, acknowledge and deliver to the Issuer Company, to the Guarantor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereinhereunder; but, but nevertheless, on the written request of the Issuer Company, the Guarantor or of the successor trustee, upon payment of all amounts due to the trustee Trustee under Section 7.6, the Trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 4.4, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company and the Guarantor shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee Trustee ceasing to act act, shall, nevertheless, retain a prior claim lien upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.67.6. No successor trustee shall accept appointment as provided in this Section 6.11 7.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 7.8 and eligible under the provisions of Section 6.97.9. No Trustee under this Indenture shall be personally liable for any action or omission Upon acceptance of appointment by any successor trustee as provided in this Section 7.11, the Company shall mail notice thereof by first-class mail to the Holders of Securities at their last addresses as they shall appear on the Security Register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 7.10. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 7.10 shall execute and deliver to the Issuer Company and to its the predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereinhereunder; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under Section 6.6 pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.67.06. No successor trustee shall accept appointment as provided in this Section 6.11 7.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 7.08 and eligible under the provisions of Section 6.97.09. No Trustee under this Indenture shall be personally liable for any action or omission Upon acceptance of appointment by any successor trustee as provided in this Section 7.11, the Company shall mail notice thereof by first class mail to the Holders of Notes at their last addresses as they shall appear in the Note Register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 7.10. If the Company fails to mail such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 5.10 shall execute and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 11.06, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.07. No Upon acceptance of appointment by a successor trustee shall accept appointment as provided in this Section 6.11 unless 5.11, the Company shall mail notice thereof by first-class mail to the holders of Securities at their last addresses as they shall appear in the time Security register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 5.10. If the Company fails to mail such notice within 10 days after acceptance such of appointment by the successor trustee, the successor trustee shall cause such notice to be qualified under mailed at the provisions expense of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trusteeCompany.

Acceptance of Appointment by Successor Trustee. Any ---------------------------------------------- successor trustee appointed as provided in Section 6.10 12.02 hereof shall execute and deliver to the Issuer Owner Trustee, the Lessee, and to its predecessor trustee an instrument accepting such appointment hereunder, in form and substance reasonably satisfactory to the Owner Trustee, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Owner Trustee or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 14.04 hereof, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Owner Trustee shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.6Article XI hereof. No successor trustee shall accept appointment as provided in this Section 6.11 12.04 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 and eligible under the provisions of Section 6.912.03 hereof. No Trustee under Upon acceptance of appointment by a successor trustee as provided in this Indenture Section 12.04, the successor trustee shall mail notice thereof by first-class mail to the Holders at their last addresses as they shall appear in the Register, and shall mail a copy of such notice to the Lessee and the Owner Trustee. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be personally liable combined with the notice called for any action or omission of any successor trusteeby Section 12.02 hereof.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 shall execute and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereinhereunder; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 11.4, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim lien upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.6. Upon acceptance of appointment by any successor trustee as provided in this Section 6.11, the Company shall give, at its expense, notice thereof to the Holders as specified in Section 12.5 and the CNV, which notice shall include the name of the successor trustee and the address of its Corporate Trust Office. If the Company fails to give such notice within ten (10) days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be given at the expense of the Company. No successor trustee shall accept its appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 and eligible under this Article, to the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trusteeextent operative.

Acceptance of Appointment by Successor Trustee. Any Every successor trustee appointed as provided in Section 6.10 hereunder shall execute execute, acknowledge and deliver to the Issuer Unaffiliated Seller on behalf of the Trust and to its predecessor trustee Trustee an instrument accepting such appointment hereunder and stating its eligibility to serve as Trustee hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Unaffiliated Seller or of the successor trustee, the trustee ceasing to act shall such predecessor Trustee shall, upon being paid the amounts due it under Section 6.6 pay over to the successor trustee all moneys at the time held by it hereunder and shall payment of its charges then unpaid, execute and deliver an instrument transferring to such successor trustee all such of the rights, powerspowers and trusts of the Trustee so ceasing to act, duties and obligationsshall duly assign, transfer and deliver to such successor trustee all property and money held by such Trustee so ceasing to act hereunder. Upon request of any such successor trustee, the Issuer Unaffiliated Seller on behalf of the Trust shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights rights, powers and powerstrusts. Any trustee ceasing to act shall, nevertheless, retain Upon acceptance of appointment by a prior claim upon all Property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.6. No successor trustee shall accept appointment as provided in this Section 6.11 Section, the Unaffiliated Seller shall mail notice thereof by first-class mail, postage prepaid, to the Owners at their last addresses appearing upon the Register. The Unaffiliated Seller shall send a copy of such notice to the Rating Agencies. If the Unaffiliated Seller fails to mail such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Unaffiliated Seller. No successor Trustee shall accept its appointment unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trustee.Article X.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 5.9 hereof shall execute and deliver to the Issuer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee Trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 9.4 hereof, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer shall execute any and all appropriate instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.6 hereof. No Upon acceptance of appointment by a successor trustee shall accept appointment as provided in this Section 6.11 unless 5.10, the Issuer shall mail notice thereof by first-class mail to the Holders of Securities at their last addresses as they shall appear in the time Securities Register. If the acceptance of appointment is substantially contemporaneous with the resignation then the notice called for by the preceding sentence may be combined with the notice called for by Section 5.9 hereof. If the Issuer fails to mail such notice within 10 days after acceptance such of appointment by the successor trustee, the successor trustee shall cause such notice to be qualified mailed at the expense of the Issuer. Notwithstanding replacement of the Trustee pursuant to this Section 5.10, the Issuer's obligations under Section 5.6 hereof shall continue for the provisions benefit of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trusteeretiring Trustee.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 5.10 shall execute and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 10.06, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.07. No Upon acceptance of appointment by a successor trustee shall accept appointment as provided in this Section 6.11 unless 5.11, the Company shall mail notice thereof by first-class mail to the holders of Securities at their last addresses as they shall appear in the time Security Register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 5.10. If the Company fails to mail such notice within 10 days after acceptance such of appointment by the successor trustee, the successor trustee shall cause such notice to be qualified under mailed at the provisions expense of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trusteeCompany.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 SECTION 5.9 hereof shall execute and deliver to the Issuer Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of its charges then unpaid, the trustee Trustee ceasing to act shall upon being paid the amounts due it under Section 6.6 shall, subject to SECTION 9.4 hereof, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all appropriate instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 6.6SECTION 5.6 hereof. No Upon acceptance of appointment by a successor trustee shall accept appointment as provided in this Section 6.11 unless SECTION 5.10, the Company shall mail notice thereof by first-class mail to the Holders of Notes at their last addresses as they shall appear in the time Notes Register. If the acceptance of appointment is substantially contemporaneous with a resignation, then the notice called for by the preceding sentence may be combined with the notice called for by SECTION 5.9 hereof. If the Company fails to mail such notice within 10 days after acceptance such of appointment by the successor trustee, the successor trustee shall cause such notice to be qualified mailed at the expense of the Company. Notwithstanding replacement of the Trustee pursuant to this SECTION 5.10, the Company's obligations under SECTION 5.6 hereof shall continue for the provisions benefit of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trusteeretiring Trustee.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 7.10 shall execute and deliver to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as trustee hereinhereunder; but, nevertheless, on the written request of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 11.04, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon reasonable request of any such successor trustee, the Issuer shall execute any and all reasonable instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.67.06. No successor trustee shall accept appointment as provided in this Section 6.11 7.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 and eligible under the provisions of Section 6.97.09. No Trustee under this Indenture shall be personally liable for any action or omission Upon acceptance of appointment by any successor trusteetrustee as provided in this Section 7.11, the successor trustee shall give notice thereof by mailing notice to the Holders of then Outstanding Securities affected at their addresses as they shall appear on the registry books. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 7.10.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 7.10 shall execute execute, acknowledge and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereinhereunder; but, but nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of all amounts due to the trustee Trustee under Section 7.6, the Trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 4.4, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee Trustee ceasing to act act, shall, nevertheless, retain a prior claim Lien upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.67.6. No successor trustee shall accept appointment as provided in this Section 6.11 7.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 7.8 and eligible under the provisions of Section 6.97.9. No Trustee under this Indenture shall be personally liable for any action or omission Upon acceptance of appointment by any successor trustee as provided in this Section 7.11, the Company shall mail notice thereof by first-class mail to the Holders of Securities at their last addresses as they shall appear on the Security Register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 7.10. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 5.10 shall execute and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of its charges then unpaid, the trustee Trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 10.06, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.07. No Upon acceptance of appointment by a successor trustee shall accept appointment as provided in this Section, the Company shall mail notice thereof by first-class mail to the Holders of Notes at their last addresses as they shall appear in the Note Register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 6.11 unless at 5.10. If the time Company fails to mail such notice within 10 days after acceptance of such acceptance such appointment by the successor trustee, the successor trustee shall cause such notice to be qualified under mailed at the provisions expense of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trusteeCompany.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 5.9 shall execute and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 9.6, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.6. No Upon acceptance of appointment by a successor trustee shall accept appointment as provided in this Section 6.11 unless 5.10, the Company shall mail notice thereof by first-class mail to the holders of Securities at their last addresses as they shall appear in the time Security register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 5.9. If the Company fails to mail such notice within 10 days after acceptance such of appointment by the successor trustee, the successor trustee shall cause such notice to be qualified under mailed at the provisions expense of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trusteeCompany.

Acceptance of Appointment by Successor Trustee. Any ---------------------------------------------- successor trustee appointed as provided in Section 6.10 7.10 shall execute and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereinhereunder; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under Section 6.6 pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.67.06. No successor trustee shall accept appointment as provided in this Section 6.11 7.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 7.08 and eligible under the provisions of Section 6.97.09. No Trustee under this Indenture shall be personally liable for any action or omission Upon acceptance of appointment by any successor trustee as provided in this Section 7.11, the Company shall mail notice thereof by first class mail to the Holders of Notes at their last addresses as they shall appear in the register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 7.10. If the Company fails to mail such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance of Appointment by Successor Trustee. Any successor trustee Trustee appointed as provided in Section 6.10 shall execute and deliver to the Issuer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Issuer or of the successor trusteeTrustee, upon payment of its charges then unpaid, the trustee Trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 10.4, pay over to the successor trustee Trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee Trustee all such rights, powers, duties and obligations. Upon request of any such successor trusteeTrustee, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 6.6. No successor trustee Trustee shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified under the provisions of Section 6.8 and eligible under the provisions of Section 6.9. No Upon acceptance of appointment by a successor Trustee under as provided in this Indenture Section 6.11, the Issuer shall mail notice thereof by first class mail to the Holders of Securities at their last addresses as they shall appear in the Security register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be personally liable combined with the notice called for any action or omission by Section 6.10. If the Issuer fails to mail such notice within 10 days after acceptance of any appointment by the successor trusteeTrustee, the successor Trustee shall cause such notice to be mailed at the expense of the Issuer.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 5.10 shall execute and deliver to the Issuer IRSA and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to the Securities of such Series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations with respect to the Securities of such Series of its predecessor hereunder, with like effect as if originally named as trustee hereinfor the Securities of such Series hereunder; but, nevertheless, on the written request of the Issuer IRSA or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 9.4, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer IRSA shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim lien upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.6. Upon acceptance of appointment by any successor trustee as provided in this Section 5.11, IRSA shall give, at its expense, notice thereof to the Securityholders as specified in Section 12.5 and the CNV, which notice shall include the name of the successor trustee and the address of its Corporate Trust Office. If IRSA fails to give such notice within ten (10) days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be given at the expense of IRSA. No successor trustee shall accept its appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 and eligible under this Article, to the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trusteeextent operative.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 shall execute execute, acknowledge and deliver to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, trusts and duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereinhereunder; but, nevertheless, on the written request of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 10.4, pay over to the successor trustee all moneys at the time held by it hereunder for the benefit of such applicable series and shall execute execute, acknowledge and deliver an instrument transferring to such successor trustee all such rights, powers, duties trusts and obligationsduties. Upon request of any such successor trustee, the Issuer shall execute and acknowledge any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights rights, powers and powerstrusts. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee for the benefit of the Notes to secure any amounts then due it pursuant to the provisions of Section 6.6. No successor trustee shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trustee.

Acceptance of Appointment by Successor Trustee. Any ---------------------------------------------- successor trustee appointed as provided in Section 6.10 7.10 shall execute execute, acknowledge and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, the trustee ceasing to act shall shall, upon being paid the payment of any amounts then due it under Section 6.6 pay over pursuant to the successor trustee all moneys at the time held by it hereunder and shall provisions of Section 7.06, execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties the rights and obligationspowers with respect to the trustee so ceasing to act. Upon written request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim lien upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.67.06. No successor trustee shall accept appointment as provided in this Section 6.11 7.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 7.08 and eligible under the provisions of Section 6.97.09. No Upon acceptance of appointment by a successor trustee as provided in this Section 7.11, the Company shall give notice thereof (a) if any Unregistered Subordinated Securities of a series affected are then Outstanding, to the Holders thereof, by publication of such notice at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York and at least once in an Authorized Newspaper in London (and, if required by Section 3.09, at least once in an Authorized Newspaper in Luxembourg), (b) if any Unregistered Subordinated Securities of a series affected are then Outstanding, to the Holders thereof who have filed their names and addresses with the Trustee under this pursuant to Section 313(c)(2) of the Trust Indenture Act, by mailing such notice to such Holders at such addresses as were so furnished to the Trustee (and the Trustee shall make such information available to the Company for such purpose) and (c) to the Holders of Registered Subordinated Securities of each series affected, by mailing such notice to such Holders at their addresses as they shall appear on the registry books. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be personally liable combined with the notice called for any action or omission by Section 7.10. If the Company fails to give such notice within ten days after acceptance of any appointment by the successor trustee, the successor trustee shall cause such notice to be given at the expense of the Company.

Acceptance of Appointment by Successor Trustee. Any ---------------------------------------------- successor trustee appointed as provided in Section 6.10 12.02 shall execute and deliver to the Issuer Owner Trustee, the Lessee, and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Owner Trustee or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 14.04, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Owner Trustee shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.6Article XI. No successor trustee shall accept appointment as provided in this Section 6.11 12.04 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 and eligible under the provisions of Section 6.912.03. No Trustee under Upon acceptance of appointment by a successor trustee as provided in this Indenture Section 12.04, the successor trustee shall mail notice thereof by first-class mail to the Holders at their last addresses as they shall appear in the Register, and shall mail a copy of such notice to the Lessee and the Owner Trustee. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be personally liable combined with the notice called for any action or omission of any successor trusteeby Section 12.02.

Acceptance of Appointment by Successor Trustee. Any Every successor trustee Trustee appointed as provided in Section 6.10 hereunder shall execute execute, acknowledge and deliver to the Issuer Company on behalf of the Trust, to the Certificate Insurer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder and stating its eligibility to serve as Trustee hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Company, the Certificate Insurer or of the successor trusteeTrustee, the trustee ceasing to act shall such predecessor Trustee shall, upon being paid the amounts due it under Section 6.6 pay over to the successor trustee all moneys at the time held by it hereunder and shall payment of its charges then unpaid, execute and deliver an instrument transferring to such successor trustee Trustee all such of the rights, powerspowers and trusts of the Trustee so ceasing to act, duties and obligationsshall duly assign, transfer and deliver to such successor Trustee all property and money held by such Trustee so ceasing to act hereunder. Upon request of any such successor trusteeTrustee, the Issuer Company on behalf of the Trust shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights rights, powers and powerstrusts. Any trustee ceasing to act shall, nevertheless, retain Upon acceptance of appointment by a prior claim upon all Property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.6. No successor trustee shall accept appointment Trustee as provided in this Section 6.11 Section, the Company shall mail notice thereof by first-class mail, postage prepaid, to the Owners at their last addresses appearing upon the Register and to the Certificate Insurer. The Company shall send a copy of such notice to Moody's and Standard & Poor's. If the Company fails to mail such noticx xxxxxn ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Trust. No successor Trustee shall accept its appointment unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trustee.Article X.

Acceptance of Appointment by Successor Trustee. Any ---------------------------------------------- successor trustee appointed as provided in Section 6.10 7.10 shall execute execute, acknowledge and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, the trustee ceasing to act shall shall, upon being paid the payment of any amounts then due it under Section 6.6 pay over pursuant to the successor trustee all moneys at the time held by it hereunder and shall provisions of Section 7.06, execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties the rights and obligationspowers with respect to the trustee so ceasing to act. Upon written request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim lien upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.67.06. No successor trustee shall accept appointment as provided in this Section 6.11 7.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 7.08 and eligible under the provisions of Section 6.97.09. No Upon acceptance of appointment by a successor trustee as provided in this Section 7.11, the Company shall give notice thereof (a) if any Unregistered Securities of a series affected are then Outstanding, to the Holders thereof, by publication of such notice at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York and at least once in an Authorized Newspaper in London (and, if required by Section 3.09, at least once in an Authorized Newspaper in Luxembourg), (b) if any Unregistered Securities of a series affected are then Outstanding, to the Holders thereof who have filed their names and addresses with the Trustee under this pursuant to Section 313(c)(2) of the Trust Indenture Act, by mailing such notice to such Holders at such addresses as were so furnished to the Trustee (and the Trustee shall make such information available to the Company for such purpose) and (c) to the Holders of Registered Securities of each series affected, by mailing such notice to such Holders at their addresses as they shall appear on the registry books. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be personally liable combined with the notice called for any action or omission by Section 7.10. If the Company fails to give such notice within ten days after acceptance of any appointment by the successor trustee, the successor trustee shall cause such notice to be given at the expense of the Company.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 6.9 shall execute and deliver to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer or of the successor trustee, the trustee ceasing to act shall upon being paid the amounts due it under Section 6.6 pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.6. No successor trustee shall accept appointment as provided in this Section 6.11 6.10 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 the TIA and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trustee.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 7.10 shall execute execute, acknowledge and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereinhereunder; but, but nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of all amounts due to the trustee Trustee under Section 7.6, the Trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 4.4, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee Trustee ceasing to act act, shall, nevertheless, retain a prior claim lien upon all Property property or funds held or collected by -49- such trustee to secure any amounts then due it pursuant to the provisions of Section 6.67.6. No successor trustee shall accept appointment as provided in this Section 6.11 7.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 7.8 and eligible under the provisions of Section 6.97.9. No Trustee under this Indenture shall be personally liable for any action or omission Upon acceptance of appointment by any successor trustee as provided in this Section 7.11, the Company shall mail notice thereof by first-class mail to the Holders of Securities at their last addresses as they shall appear on the Security Register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 7.10. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 7.10 shall execute execute, acknowledge and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations with respect to such Series of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, the trustee ceasing to act shall shall, upon being paid the payment of any amounts then due it under Section 6.6 pay over pursuant to the successor trustee all moneys at the time held by it hereunder and shall provisions of Section 7.06, execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties the rights and obligationspowers with respect to the trustee so ceasing to act. Upon written request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim lien upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.67.06. No successor trustee shall accept appointment as provided in this Section 6.11 7.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 7.08 and eligible under the provisions of Section 6.97.09. No Trustee under Upon acceptance of appointment by a successor trustee as provided in this Indenture Section 7.11, the successor trustee shall be personally liable for any action or omission at the expense of any successor trusteethe Company transmit notice of the succession of such trustee hereunder to the Holders of Securities in the manner and to the extent provided in subsection (c) of Section 5.04 with respect to reports pursuant to subsection (a) of said Section 5.04.

Acceptance of Appointment by Successor Trustee. Any successor trustee Trustee appointed as provided in Section 6.10 5.9 shall execute execute, acknowledge and deliver to the Issuer Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee with respect to the Notes shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations with respect to the Notes of its predecessor hereunder, with like effect as if originally named as trustee hereinTrustee for the Notes hereunder; but, nevertheless, on the written request of the Issuer Company or of the successor trusteeTrustee, upon payment of its charges then unpaid, the trustee Trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 8.4, pay over to the successor trustee Trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee Trustee all such rights, powers, duties and obligations. Upon request of any such successor trusteeTrustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.6. No Upon acceptance of appointment by any successor trustee shall accept appointment Trustee as provided in this Section 6.11 5.10, the Company shall give, at its expense, notice thereof to the Noteholders as specified in Section 11.4 (which notice shall include the successor Trustee’s Corporate Trust Office) and to the CNV. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 5.9. If the Company fails to give such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be given at the expense of the Company. No successor Trustee shall accept its appointment unless at the time of such acceptance such successor trustee Trustee shall be qualified under the provisions of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trusteearticle.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 5.09 shall execute and deliver to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 10.06, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.06. No Upon acceptance of appointment by a successor trustee shall accept appointment as provided in this Section 6.11 unless 5.10, the Issuer shall mail notice thereof by first class mail to the holders of Securities at their last addresses as they shall appear in the time Register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 5.09. If the Issuer fails to mail such notice within 10 days after acceptance such of appointment by the successor trustee, the successor trustee shall cause such notice to be qualified under mailed at the provisions expense of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trusteeIssuer.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 7.10 shall execute and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereinhereunder; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under Section 6.6 pay over duly assign, transfer and deliver to the successor trustee all property and moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligationsobligations held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.06. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.67.06. No successor trustee shall accept appointment as provided in this Section 6.11 7.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 7.08 and eligible under the provisions of Section 6.97.09. No Trustee under this Indenture shall be personally liable for any action or omission Upon acceptance of appointment by any successor trustee as provided in this Section 7.11, the Company shall mail notice thereof by first class mail to the Holders of Notes at their last addresses as they shall appear in the register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 7.10. If the Company fails to mail such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 5.9 hereof shall execute and deliver to the Issuer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee Trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 9.4 hereof, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer shall execute any and all appropriate instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.6 hereof. No Upon acceptance of appointment by a successor trustee shall accept appointment as provided in this Section 6.11 unless 5.10, the Issuer shall mail notice thereof by first-class mail to the Holders of Securities at their last addresses as they shall appear in the time Securities Register. If the acceptance of such acceptance such successor trustee shall appointment is substantially contemporaneous with the resignation then the notice called for by the preceding sentence may be qualified under combined with the provisions of notice called for by Section 6.8 and eligible under 5.9 hereof. If the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trustee.Issuer fails to

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 5.10 shall execute and deliver to the Issuer Bank and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to the Securities of such Series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations with respect to the Securities of such Series of its predecessor hereunder, with like effect as if originally named as trustee hereinfor the Securities of such Series hereunder; but, nevertheless, on the written request of the Issuer Bank or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 9.4, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Bank shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim lien upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.6. Upon acceptance of appointment by any successor trustee as provided in this Section 5.11, the Bank shall give, at its expense, notice thereof to the Securityholders as specified in Section 12.5 and the CNV, which notice shall include the name of the successor trustee and the address of its Corporate Trust Office. If the Bank fails to give such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be given at the expense of the Bank. No successor trustee shall accept its appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 and eligible under this Article, to the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trusteeextent operative.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 shall execute and deliver to the Issuer Company and to its the predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereinhereunder; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under Section 6.6 pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.6. No successor trustee shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission Upon acceptance of appointment by any successor trustee as provided in this , the Company shall mail notice thereof by first class mail to the Holders of Notes at their last addresses as they shall appear in the Note Register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by . If the Company fails to mail such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 6.9 hereof shall execute and deliver to the Issuer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee Trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 10.4 hereof, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer shall execute any and all appropriate instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee Trustee ceasing to act 38 43 shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 6.66.6 hereof. No Upon acceptance of appointment by a successor trustee shall accept appointment as provided in this Section 6.11 unless 6.10, the Issuer shall mail notice thereof by first-class mail to the Holders of Securities at their last addresses as they shall appear in the time Securities Register. If the acceptance of appointment is substantially contemporaneous with the resignation then the notice called for by the preceding sentence may be combined with the notice called for by Section 6.9 hereof. If the Issuer fails to mail such notice within 10 days after acceptance such of appointment by the successor trustee, the successor trustee shall cause such notice to be qualified mailed at the expense of the Issuer. Notwithstanding replacement of the Trustee pursuant to this Section 6.10, the Issuer's obligations under Section 6.6 hereof shall continue for the provisions benefit of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trusteeretiring Trustee.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 12.02 hereof shall execute and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, in form and substance reasonably satisfactory to the Company, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 14.04 hereof, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.6Article XI hereof. No successor trustee shall accept appointment as provided in this Section 6.11 12.04 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 and eligible under the provisions of Section 6.912.03 hereof. No Trustee under Upon acceptance of appointment by a successor trustee as provided in this Indenture Section 12.04, the successor trustee shall mail notice thereof by first-class mail to the Holders at their last addresses as they shall appear in the Register, and shall mail a copy of such notice to the Company. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be personally liable combined with the notice called for any action or omission of any successor trusteeby Section 12.02 hereof.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 5.9 shall execute and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereinhereunder; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 9.4, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim lien upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.6. Upon acceptance of appointment by any successor trustee as provided in this Section 5.10, the Company shall give, at its expense, notice thereof to the Holders as specified in Section 12.4 and the CNV, which notice shall include the name of the successor trustee and the address of its Corporate Trust Office. If the Company fails to give such notice within ten (10) days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be given at the expense of the Company. No successor trustee shall accept its appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 and eligible under this Article, to the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trusteeextent operative.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 7.10 shall execute execute, acknowledge and deliver to the Issuer Corporation and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations with respect to such Series of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Corporation or of the successor trustee, the trustee ceasing to act shall shall, upon being paid the payment of any amounts then due it under Section 6.6 pay over pursuant to the successor trustee all moneys at the time held by it hereunder and shall provisions of Section 7.6, execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties the rights and obligationspowers with respect to the trustee so ceasing to act. Upon written request of any such successor trustee, the Issuer Corporation shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim lien upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.67.6. No successor trustee shall accept appointment as provided in this Section 6.11 7.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 7.8 and eligible under the provisions of Section 6.97.9. No Trustee under Upon acceptance of appointment by a successor trustee as provided in this Indenture Section 7.11, the successor trustee shall be personally liable for any action or omission at the expense of any successor trusteethe Corporation transmit notice of the succession of such trustee hereunder to the Holders of Securities in the manner and to the extent provided in subsection (c) of Section 5.4 with respect to reports pursuant to subsection (a) of said Section 5.4.

Acceptance of Appointment by Successor Trustee. Any successor trustee Trustee appointed as provided in Section 6.10 hereunder shall execute execute, acknowledge and deliver to the Issuer Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunderappointment, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties and obligations of its predecessor Trustee hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Company or of the successor trusteeTrustee, the trustee ceasing to act shall such predecessor Trustee, upon being paid the payment of any amounts then due it under Section 6.6 pay over pursuant to the successor trustee all moneys at the time held by it hereunder and provisions of Section 5.07, shall execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers of such rightspredecessor Trustee, powersand shall duly assign, duties transfer and obligationsdeliver to such successor Trustee all property and funds held by such predecessor Trustee hereunder. Upon request of any such successor trusteeTrustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights rights, powers and powerstrusts. Any trustee Trustee ceasing to act shall, nevertheless, nevertheless shall retain a prior claim Lien upon all Property property or funds held or collected by such trustee Trustee (except funds held in trust for the benefit of Holders of particular Series B Notes) to secure any amounts then due it pursuant to the provisions of Section 6.65.07. No successor trustee Trustee shall accept appointment as provided in this Section 6.11 5.10 unless at the time of such acceptance such successor trustee Trustee shall be qualified under the provisions of Section 6.8 and eligible under the provisions of Section 6.95.08. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trustee.37

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 5.9 hereof shall ----------- execute and deliver to the Issuer Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of its charges then unpaid, the trustee Trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 9.4 ----------- hereof, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all appropriate instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.6 hereof. No ----------- Upon acceptance of appointment by a successor trustee shall accept appointment as provided in this Section 6.11 unless 5.10, the Company shall mail notice thereof by first-class mail to the ------------ Holders of Notes at their last addresses as they shall appear in the time Notes Register. If the acceptance of appointment is substantially contemporaneous with a resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 5.9 hereof. If the Company fails ----------- to mail such notice within 10 days after acceptance such of appointment by the successor trustee, the successor trustee shall cause such notice to be qualified mailed at the expense of the Company. Notwithstanding replacement of the Trustee pursuant to this Section 5.10, ------------ the Company's obligations under Section 5.6 hereof shall continue for the provisions ----------- benefit of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trusteeretiring Trustee.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 hereunder shall execute and deliver to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunderand assuming all of the obligations and duties of the predecessor Trustee on the same terms and conditions hereunder and accepting the terms of this Agreement and agreeing that the provisions of this Agreement‌ LITIGATION TRUST AGREEMENT - 9 - shall be binding upon and inure to the benefit of the successor trustee and all of its heirs, and legal and personal representatives, successors and assigns, and thereupon the resignation or removal of the predecessor successor trustee shall become effective and such successor trusteeshall, without any further act, deed or conveyance, shall become vested with all the estates, properties, rights, powers, trusts, and duties and obligations of its the predecessor hereunder, Trustee hereunder with like effect as if originally named as trustee herein; but, nevertheless, on the written request . Role of the Issuer or Trustee. In furtherance of and consistent with the purpose of the successor trusteeLitigation Trust and the Plan, the trustee ceasing to act shall upon being paid the amounts due it under Section 6.6 pay over Trustee, subject to the successor trustee terms and conditions contained in this Agreement, in the Plan and in the Confirmation Order, shall have the power to (i) prosecute, compromise and settle, abandon or dismiss for the benefit of the Litigation Trust all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such Litigation Trust Assets, rights, powers, duties Avoidance Actions and obligations. Upon request Causes of any Action transferred to the Litigation Trust (whether such successor trusteesuits are brought in the name of the Litigation Trust, the Issuer shall execute any Trustee or otherwise), and all instruments (ii) otherwise perform the functions and take the actions provided for or permitted in writing for more fully and certainly vesting the Plan, in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property the Confirmation Order or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.6. No successor trustee shall accept appointment as provided in this Section 6.11 unless at Agreement. In all circumstances, the time Trustee shall act in the best interests of such acceptance such successor trustee shall be qualified under the provisions Litigation Trust Beneficiaries and in furtherance of Section 6.8 and eligible under the provisions purpose of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trustee.the Litigation Trust.‌

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 5.11 shall execute and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of its charges then unpaid, the trustee Trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 10.06, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.08. No Upon acceptance of appointment by a successor trustee shall accept appointment as provided in this Section, the Company shall mail notice thereof by first-class mail to the Holders of Notes at their last addresses as they shall appear in the Note Register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 6.11 unless at 5.11. If the time Company fails to mail such notice within 10 days after acceptance of such acceptance such appointment by the successor trustee, the successor trustee shall cause such notice to be qualified under mailed at the provisions expense of Section 6.8 and eligible under the provisions of Section 6.9Company. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trustee.105 112

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 7.10 shall execute execute, acknowledge and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, the trustee ceasing to act shall shall, upon being paid the payment of any amounts then due it under Section 6.6 pay over pursuant to the successor trustee all moneys at the time held by it hereunder and shall provisions of Section 7.06, execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties the rights and obligationspowers with respect to the trustee so ceasing to act. Upon written request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim lien upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.67.06. No successor trustee shall accept appointment as provided in this Section 6.11 7.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 7.08 and eligible under the provisions of Section 6.97.09. No Upon acceptance of appointment by a successor trustee as provided in this Section 7.11, the Company shall give notice thereof (a) if any Unregistered Subordinated Securities of a series affected are then Outstanding, to the Holders thereof, by publication of such notice at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York and at least once in an Authorized Newspaper in London (and, if required by Section 3.09, at least once in an 55 Authorized Newspaper in Luxembourg), (b) if any Unregistered Subordinated Securities of a series affected are then Outstanding, to the Holders thereof who have filed their names and addresses with the Trustee under this pursuant to Section 313(c)(2) of the Trust Indenture Act, by mailing such notice to such Holders at such addresses as were so furnished to the Trustee (and the Trustee shall make such information available to the Company for such purpose) and (c) to the Holders of Registered Subordinated Securities of each series affected, by mailing such notice to such Holders at their addresses as they shall appear on the registry books. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be personally liable combined with the notice called for any action or omission by Section 7.10. If the Company fails to give such notice within ten days after acceptance of any appointment by the successor trustee, the successor trustee shall cause such notice to be given at the expense of the Company.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 5.09 shall execute and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 9.04, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powerspowers and thereafter the predecessor trustee shall have no further obligations under this Indenture. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.06. No Upon acceptance of appointment by a successor trustee shall accept appointment as provided in this Section 6.11 unless 5.10, the Company shall mail notice thereof by first-class mail to the Holders of Securities at their last addresses as they shall appear in the time Security Register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 5.09. If the Company fails to mail such notice within 10 days after acceptance such of appointment by the successor trustee, the successor trustee shall cause such notice to be qualified under mailed at the provisions expense of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trusteeCompany.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 7.10 shall execute and deliver to the Issuer Company and to its the predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereinhereunder; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under Section 6.6 pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.67.06. No successor trustee shall accept appointment as provided in this Section 6.11 7.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 7.08 and eligible under the provisions of Section 6.97.09. No Trustee under this Indenture shall be personally liable for any action or omission Upon acceptance of appointment by any successor trustee as provided in this Section 7.11, the Company shall mail notice thereof by first class mail to the Holders of Notes at their last addresses as they shall appear in the Note Register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 7.10. If the Company fails to mail such notice within ten (10) days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 510 shall execute and deliver to the Issuer Company and the Guarantor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Company and the Guarantor or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 1206, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company and the Guarantor shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.6507. No Upon acceptance of appointment by a successor trustee shall accept appointment as provided in this Section 6.11 unless 511, the Company shall mail notice thereof by first-class mail to the holders of Securities at their last addresses as they shall appear in the time Security register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 510. If the Company fails to mail such notice within 10 days after acceptance such of appointment by the successor trustee, the successor trustee shall cause such notice to be qualified under mailed at the provisions expense of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trusteeCompany.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 7.10 shall execute and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereinhereunder; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 10.4, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.67.06. No successor trustee shall accept appointment as provided in this Section 6.11 7.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 7.08 and eligible under the provisions of Section 6.97.09. No Trustee under this Indenture shall be personally liable for any action or omission Upon acceptance of appointment by any successor trustee as provided in this Section 7.11, the Company shall mail notice thereof by first class mail to the Holders of Securities at their last addresses as they shall appear in the register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 7.10. If the Company fails to mail such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 5.10 shall execute and deliver to the Issuer IRSA and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to the Securities of such Series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations with respect to the Securities of such Series of its predecessor hereunder, with like effect as if originally named as trustee hereinfor the Securities of such Series hereunder; but, nevertheless, on the written request of the Issuer IRSA or of 11924629 the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 9.4, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer IRSA shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim lien upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.6. Upon acceptance of appointment by any successor trustee as provided in this Section 5.11, IRSA shall give, at its expense, notice thereof to the Securityholders as specified in Section 12.5 and the CNV, which notice shall include the name of the successor trustee and the address of its Corporate Trust Office. If IRSA fails to give such notice within ten (10) days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be given at the expense of IRSA. No successor trustee shall accept its appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 and eligible under this Article, to the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trusteeextent operative.

Acceptance of Appointment by Successor Trustee. Any Every successor trustee Trustee appointed as provided in Section 6.10 hereunder shall execute execute, acknowledge and deliver to the Issuer Sponsor on behalf of the Trust and to its predecessor trustee Trustee an instrument accepting such appointment hereunder and stating its eligibility to serve as Trustee hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Sponsor or of the successor trusteeTrustee, the trustee ceasing to act shall such predecessor Trustee shall, upon being paid the amounts due it under Section 6.6 pay over to the successor trustee all moneys at the time held by it hereunder and shall payment of its charges then unpaid, execute and deliver an instrument transferring to such successor trustee Trustee all such of the rights, powerspowers and trusts of the Trustee so ceasing to act, duties and obligationsshall duly assign, transfer and deliver to such successor Trustee all property and money held by such Trustee so ceasing to act hereunder. Upon request of any such successor trusteeTrustee, the Issuer Sponsor on behalf of the Trust shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights rights, powers and powerstrusts. Any trustee ceasing to act shall, nevertheless, retain Upon acceptance of appointment by a prior claim upon all Property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.6. No successor trustee shall accept appointment Trustee as provided in this Section 6.11 Section, the Sponsor shall mail notice thereof by first-class mail, postage prepaid, to the Owners at their last addresses appearing upon the Register. The Sponsor shall send a copy of such notice to Moody's, Standard & Poor's and the Certificate Insurer. If the Sponsor fails to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Trust. No successor Trustee shall accept its appointment unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trustee.Article X.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 7.10 shall execute and ---- deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereinhereunder; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under Section 6.6 pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.67.06. ---- No successor trustee shall accept appointment as provided in this Section 6.11 7.11 unless at the time of such acceptance such successor trustee shall ---- be qualified under the provisions of Section 6.8 7.08 and eligible under the ---- provisions of Section 6.97.09. No Trustee under this Indenture shall be personally liable for any action or omission ---- Upon acceptance of appointment by any successor trustee as provided in this Section 7.11, the Company shall mail notice thereof by first class mail to ---- the Holders of Securities at their last addresses as they shall appear in the register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 7.10. If the Company fails to ---- mail such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 6.11 shall execute and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereintrustee; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 10.4, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due or subsequently owing it pursuant to the provisions of Section 6.6. No successor trustee shall accept appointment as provided in this Section 6.11 6.12 unless at the time of such acceptance such successor trustee shall be qualified under Section 310(b) of the provisions of Section 6.8 Trust Indenture Act and eligible under the provisions of Section 6.96.10. No Trustee under this Indenture shall be personally liable for any action or omission Upon acceptance of appointment by any successor trustee as provided in this Section 6.12, the Company shall give notice thereof to the Holders by mailing such notice to such Holders at their addresses as they shall appear on the registry books. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 6.11. If the Company fails to give such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be given at the expense of the Company.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 shall execute and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereinhereunder; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under Section 6.6 pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.66.06. No successor trustee shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 6.08 and eligible under the provisions of Section 6.96.09. No Trustee under this Indenture shall be personally liable for any action or omission Upon acceptance of appointment by any successor trustee as provided in this Section 6.11, the Company shall mail notice thereof by first class mail to the Holders of Notes at their last addresses as they shall appear in the register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 6.10. If the Company fails to mail such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance of Appointment by Successor Trustee. Any ---------------------------------------------- successor trustee appointed as provided in Section 6.10 5.9 shall execute and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 9.6, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.6. No Upon acceptance of appointment by a successor trustee shall accept appointment as provided in this Section 6.11 unless 5.10, the Company shall mail notice thereof by first-class mail to the holders of Securities at their last addresses as they shall appear in the time Security register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 5.9. If the Company fails to mail such notice within 10 days after acceptance such of appointment by the successor trustee, the successor trustee shall cause such notice to be qualified under mailed at the provisions expense of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trusteeCompany.

Acceptance of Appointment by Successor Trustee. Any ---------------------------------------------- successor trustee appointed as provided in Section 6.10 5.9 hereof shall execute and deliver to the Issuer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee Trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 9.4 hereof, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer shall execute any and all appropriate instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.6 hereof. No Upon acceptance of appointment by a successor trustee shall accept appointment as provided in this Section 6.11 unless 5.10, the Issuer shall mail notice thereof by first-class mail to the Holders of Securities at their last addresses as they shall appear in the time Securities Register. If the acceptance of appointment is substantially contemporaneous with the resignation then the notice called for by the preceding sentence may be combined with the notice called for by Section 5.9 hereof. If the Issuer fails to mail such notice within 10 days after acceptance such of appointment by the successor trustee, the successor trustee shall cause such notice to be qualified mailed at the expense of the Issuer. Notwithstanding replacement of the Trustee pursuant to this Section 5.10, the Issuer's obligations under Section 5.6 hereof shall continue for the provisions benefit of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trusteeretiring Trustee.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 7.10 shall execute execute, acknowledge and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereinhereunder; but, but nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of all amounts due to the trustee Trustee under Section 7.6, the Trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 12.5, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee Trustee ceasing to act act, shall, nevertheless, retain a prior claim lien upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.67.6. No successor trustee shall accept appointment as provided in this Section 6.11 7.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 7.8 and eligible under the provisions of Section 6.97.9. No Trustee under this Indenture shall be personally liable for any action or omission Upon acceptance of appointment by any successor trustee as provided in this Section 7.11, the Company shall mail notice thereof by first-class mail to the Holders of Securities at their last addresses as they shall appear on the Security Register, If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 7.10. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 7.10 shall execute execute, acknowledge and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations with respect to such Series of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, the trustee ceasing to act shall shall, upon being paid the payment of any amounts then due it under Section 6.6 pay over pursuant to the successor trustee all moneys at the time held by it hereunder and shall provisions of Section 7.06, execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties the rights and obligationspowers with respect to the trustee so ceasing to act. Upon written request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim lien upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.67.06. No successor trustee shall accept appointment as provided in this Section 6.11 7.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 7.08 and eligible under the provisions of Section 6.97.09. No Trustee under Upon acceptance of appointment by a successor trustee as provided in this Indenture Section 7.11, the successor trustee shall be personally liable for any action or omission at the expense of any successor trusteethe Company transmit notice of the succession of such trustee 39 49 hereunder to the Holders of Subordinated Securities in the manner and to the extent provided in subsection (c) of Section 5.04 with respect to reports pursuant to subsection (a) of said Section 5.04.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 shall execute and deliver to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; hereunder, but, nevertheless, on the written request of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 10.4, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.6. No successor trustee shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified under Section 310(b of the provisions Trust Indenture Act of Section 6.8 1939 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission Upon acceptance of appointment by any successor trustee as provided in this Section 6.11, the Issuer shall give notice thereof (a if any Unregistered Securities are then Outstanding, to the Holders thereof, by publication of such notice at least once in an Authorized Newspaper in the Borough of Manhattan, the City of New York and at least once in an Authorized Newspaper in London (and, if required by Section 3.7, at least once in an Authorized Newspaper in Luxembourg, (b if any Unregistered Securities are then Outstanding, to the Holders thereof who have filed their names and addresses with the Trustee, by mailing such notice to such Holders at such addresses as were so furnished to the Trustee (and the Trustee shall make such information available to the Issuer for such purpose and (c to the Holders of Registered Securities, by mailing such notice to such Holders at their addresses as they shall appear on the registry books. If the acceptance of appointment is substantially contemporaneous with the registration, then the notice called for by the preceding sentence may be combined with the notice called for by Section 6.10. If the Issuer fails to give such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be given at the expense of the Issuer.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 5.10 shall execute and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 11.06, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument as may be reasonably requested by the Company or such successor trustee transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.07. No Upon acceptance of appointment by a successor trustee shall accept appointment as provided in this Section 6.11 unless 5.11, the Company shall mail notice thereof by first-class mail to the holders of Securities at their last addresses as they shall appear in the time Security register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 5.10. If the Company fails to mail such notice within 10 days after acceptance such of appointment by the successor trustee, the successor trustee shall cause such notice to be qualified under mailed at the provisions expense of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trusteeCompany.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 5.10 shall execute and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 11.06, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.07. No Upon acceptance of appointment by any successor trustee shall accept appointment as provided in this Section 6.11 unless 5.11, the Company shall mail notice thereof by first-class mail to the holders of Securities at their last addresses as they shall appear in the time Security register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 5.10. If the Company fails to mail such notice within 10 days after acceptance such of appointment by the successor trustee, the successor trustee shall cause such notice to be qualified under mailed at the provisions expense of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trusteeCompany.

Acceptance of Appointment by Successor Trustee. Any successor trustee Trustee appointed as provided in under Section 6.10 8.8 shall execute execute, acknowledge and deliver to the Issuer Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series of its predecessor Trustee hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Issuer Company or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall shall, upon being paid the payment of any such amounts then due it under Section 6.6 pay over pursuant to the successor trustee all moneys at the time held by it hereunder and shall provisions of Section 8.5, execute and deliver an instrument transferring to such successor trustee Trustee all such the rights, powers, duties powers and obligationstrusts with respect to such series of the Trustee so ceasing to act. Upon request of any such successor trusteeTrustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a prior claim lien upon all Property property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 6.68.5. No successor trustee Trustee shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee Trustee shall with respect to such series be qualified under the provisions of Section 6.8 and eligible under Section 8.7. Upon acceptance of appointment by a successor Trustee, the provisions Company shall give notice of the succession of such Trustee hereunder to the Holders of Notes in the manner provided in Section 6.91.6. No If the Company fails to give such notice within 10 days after acceptance of appointment by the successor Trustee, the successor Trustee under this Indenture shall cause such notice to be personally liable for any action or omission given at the expense of any successor trusteethe Company.

Acceptance of Appointment by Successor Trustee. Any successor trustee Trustee appointed as provided in Section 6.10 hereunder shall execute execute, acknowledge and deliver to the Issuer Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunderappointment, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties and obligations of its predecessor Trustee hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Company or of the successor trusteeTrustee, the trustee ceasing to act shall such predecessor Trustee, upon being paid the payment of any amounts then due it under Section 6.6 pay over pursuant to the successor trustee all moneys at the time held by it hereunder and provisions of Section 5.07, shall execute and deliver an instrument transferring to such successor trustee Trustee all the rights CSK Group, Ltd. Series A Indenture 43 and powers of such rightspredecessor Trustee, powersand shall duly assign, duties transfer and obligationsdeliver to such successor Trustee all property and funds held by such predecessor Trustee hereunder. Upon request of any such successor trusteeTrustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights rights, powers and powerstrusts. Any trustee Trustee ceasing to act shall, nevertheless, nevertheless shall retain a prior claim Lien upon all Property property or funds held or collected by such trustee Trustee (except funds held in trust for the benefit of Holders of particular Series A Notes) to secure any amounts then due it pursuant to the provisions of Section 6.65.07. No successor trustee Trustee shall accept appointment as provided in this Section 6.11 5.10 unless at the time of such acceptance such successor trustee Trustee shall be qualified under the provisions of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trustee5.08.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 5.10 shall execute and deliver to the Issuer APSA and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to the Securities of such Series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations with respect to the Securities of such Series of its predecessor hereunder, with like effect as if originally named as trustee hereinfor the Securities of such Series hereunder; but, nevertheless, on the written request of the Issuer APSA or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 9.4, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer APSA shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim lien upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.6. Upon acceptance of appointment by any successor trustee as provided in this Section 5.11, APSA shall give, at its expense, notice thereof to the Securityholders as specified in Section 12.5 and the CNV, which notice shall include the name of the successor trustee and the address of its Corporate Trust Office. If APSA fails to give such notice within ten (10) days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be given at the expense of APSA. No successor trustee shall accept its appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 and eligible under this Article, to the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trusteeextent operative.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 5.10 shall execute and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of its charges then unpaid, the trustee Trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 10.06, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.07. No Upon acceptance of appointment by a successor trustee shall accept appointment as provided in this Section, the Company shall mail notice thereof by first-class mail to the Holders of Notes at their last addresses as they shall appear in the Note Register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 6.11 unless at 5.10. If the time Company fails to mail such notice within 10 days after acceptance of such acceptance such appointment by the successor trustee, the successor trustee shall cause such notice to be qualified under mailed at the provisions expense of Section 6.8 and eligible under the provisions of Section 6.9Company. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trustee.107 113

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 shall execute execute, acknowledge and deliver to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, trusts and duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereinhereunder; but, nevertheless, on the written request of the Issuer or of the successor trusteeTrustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 10.4, pay over and transfer to the successor trustee Trustee all moneys and property at the time held by it hereunder and shall execute execute, acknowledge and deliver an instrument transferring to such successor trustee Trustee all such rights, powers, duties trusts and obligationsduties. Upon request of any such successor trusteeTrustee, the Issuer shall execute and acknowledge any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights money, property, rights, powers and powerstrusts. Any trustee Trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee Trustee for the benefit of such applicable series to secure any amounts then due it pursuant to the provisions of Section 6.6. No successor trustee Trustee shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission Upon acceptance of appointment by any successor Trustee as provided in this Section, the Issuer shall give notice thereof to the Holders of Securities, by mailing such notice to such Holders at their addresses as they shall appear on the Security registry books. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 6.10. If the Issuer fails to give such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be given at the expense of the Issuer.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 7.10 shall execute execute, acknowledge and deliver to the Issuer Corporation and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations with respect to such Series of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Corporation or of the successor trustee, the trustee ceasing to act shall shall, upon being paid the payment of any amounts then due it under Section 6.6 pay over pursuant to the successor trustee all moneys at the time held by it hereunder and shall provisions of Section 7.6, execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties the rights and obligationspowers with respect to the trustee so ceasing to act. Upon written request of any such successor trustee, the Issuer Corporation shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim lien upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.67.6. No successor trustee shall accept appointment as provided in this Section 6.11 7.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 7.8 and eligible under the provisions of Section 6.97.9. No Trustee under Upon acceptance of appointment by a successor trustee as provided in this Indenture Section 7.11, the successor trustee shall be personally liable for any action or omission at the expense of any successor trusteethe Corporation transmit notice of the succession of such trustee hereunder to the Holders of Subordinated Securities in the manner and to the extent provided in subsection (c) of Section 5.4 with respect to reports pursuant to subsection (a) of said Section 5.4.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 6.9 hereof shall execute and deliver to the Issuer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee Trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 10.4 hereof, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer shall execute any and all appropriate instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 6.66.6 hereof. No Upon acceptance of appointment by a successor trustee shall accept appointment as provided in this Section 6.11 unless 6.10, the Issuer shall mail notice thereof by first-class mail to the Holders of Securities at their last addresses as they shall appear in the time Securities Register. If the acceptance of appointment is substantially contemporaneous with the resignation then the notice called for by the preceding sentence may be combined with the notice called for by Section 6.9 hereof. If the Issuer fails to mail such notice within 10 days after acceptance such of appointment by the successor trustee, the successor trustee shall cause such notice to be qualified mailed at the expense of the Issuer. Notwithstanding replacement of the Trustee pursuant to this Section 6.10, the Issuer's obligations under Section 6.6 hereof shall continue for the provisions benefit of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trusteeretiring Trustee.

Acceptance of Appointment by Successor Trustee. Any Every successor trustee appointed as provided in Section 6.10 hereunder shall execute execute, acknowledge and deliver to the Issuer Unaffiliated Seller on behalf of the Trust and to its predecessor trustee Trustee an instrument accepting such appointment hereunder and stating its eligibility to serve as Trustee hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Unaffiliated Seller or of the successor trustee, the trustee ceasing to act shall such predecessor Trustee shall, upon being paid the amounts due it under Section 6.6 pay over to the successor trustee all moneys at the time held by it hereunder and shall payment of its charges then unpaid, execute and deliver an instrument transferring to such successor trustee all such of the rights, powerspowers and trusts of the Trustee so ceasing to act, duties and obligationsshall duly assign, transfer and deliver to such successor trustee all property and money held by such Trustee so ceasing to act hereunder. Upon request of any such successor trustee, the Issuer Unaffiliated Seller on behalf of the Trust shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights rights, powers and powerstrusts. Any trustee ceasing to act shall, nevertheless, retain Upon acceptance of appointment by a prior claim upon all Property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.6. No successor trustee shall accept appointment as provided in this Section 6.11 Section, the Unaffiliated Seller shall mail notice thereof by first-class mail, postage prepaid, to the Owners at their last addresses appearing upon the Register. The Unaffiliated Seller shall send a copy of such notice to Xxxxx'x and S&P. If the Unaffiliated Seller fails to mail such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Unaffiliated Seller. No successor Trustee shall accept its appointment unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trustee.Article X.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 5.09 shall execute execute, acknowledge and deliver to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under Section 6.6 pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.06. No Upon acceptance of appointment by a successor trustee shall accept appointment as provided in this Section 6.11 unless 5.10, the Issuer shall mail notice thereof by first-class mail to the holders of Notes at their last addresses as they shall appear in the time Note register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 5.09. If the Issuer fails to mail such notice within 10 days after acceptance such of appointment by the successor trustee, the successor trustee shall cause such notice to be qualified under mailed at the provisions expense of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trusteeIssuer.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 shall execute and deliver to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; hereunder, but, nevertheless, on the written request of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 10.4, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.6. No successor trustee shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified under Section 310(b) of the provisions Trust Indenture Act of Section 6.8 1939 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission Upon acceptance of appointment by any successor trustee as provided in this Section 6.11, the Issuer shall give notice thereof (a) if any Unregistered Securities are then Outstanding, to the Holders thereof, by publication of such notice at least once in an Authorized Newspaper in the Borough of Manhattan, the City of New York and at lease once in an Authorized Newspaper in London (and, if required by Section 3.7, at least once in an Authorized Newspaper in Luxembourg), (b) if any Unregistered Securities are then Outstanding, to the Holders thereof who have filed their names and addresses with the trustee, by mailing such notice to such Holders at such addresses as were so furnished to the Trustee (and the Trustee shall make such information available to the Issuer for such purpose) and (c) to the Holders of Registered Securities, by mailing such notice to such Holders at their addresses as they shall appear on the registry books. If the acceptance of appointment is substantially contemporaneous with the registration, then the notice called for by the preceding sentence may be combined with the notice called for by Section 6.10. If the Issuer fails to give such 47 notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be given at the expense of the Issuer.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 5.11 shall execute and deliver to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereinhereunder; but, nevertheless, on the written request of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 8.04, pay over to the successor trustee all moneys monies at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.08. No Upon acceptance of appointment by any successor trustee shall accept appointment as provided in this Section 6.11 unless at 5.12, the time of such acceptance Issuer shall mail notice thereof by first class or equivalent mail to the Noteholders for which such successor trustee is acting as trustee at their last addresses as they shall appear in the Register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be qualified under combined with the provisions notice called for by Section 5.11. If the Issuer fails to mail such notice within ten days after acceptance of Section 6.8 and eligible under appointment by the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Issuer.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 7.10 shall execute execute, acknowledge and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee hereinhereunder; but, but nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of all amounts due to the trustee Trustee under Section 7.6, the Trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 4.3, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee Trustee ceasing to act act, shall, nevertheless, retain a prior claim lien upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.67.6. No successor trustee shall accept appointment as provided in this Section 6.11 7.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 7.8 and eligible under the provisions of Section 6.97.9. No Trustee under this Indenture shall be personally liable for any action or omission Upon acceptance of appointment by any successor trustee as provided in this Section 7.11, the Company shall mail notice thereof by first-class mail to the Holders of Securities at their last addresses as they shall appear on the Security Register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 7.10. If the Company fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance of Appointment by Successor Trustee. Any successor trustee Trustee appointed as provided in under Section 6.10 9.8 shall execute execute, acknowledge and deliver to the Issuer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series of its predecessor Trustee hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Issuer or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall shall, upon being paid the payment of any such amounts then due it under Section 6.6 pay over pursuant to the successor trustee all moneys at the time held by it hereunder and shall provisions of Section 9.5, execute and deliver an instrument transferring to such successor trustee Trustee all such the rights, powers, duties powers and obligationstrusts with respect to such series of the Trustee so ceasing to act. Upon request of any such successor trusteeTrustee, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a prior claim lien upon all Property property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 6.69.5. No successor trustee shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Northeast Generation Company Indenture shall be personally liable for any action or omission of any successor trustee.--------------------------------------

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 shall execute and deliver to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer or of the successor trustee, the trustee ceasing to act shall upon being paid the amounts due it under Section 6.6 pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.6. No successor trustee shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions pro- visions of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trustee.

Acceptance of Appointment by Successor Trustee. Any successor trustee Trustee appointed as provided in Section 6.10 5.9. shall execute and deliver to the Issuer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee with respect to the Notes shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations with respect to the Notes of its predecessor hereunder, with like effect as if originally named as trustee hereinTrustee for the Notes hereunder; but, nevertheless, on the written request of the Issuer or of the successor trusteeTrustee, upon payment of its charges then unpaid, the trustee Trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 8.4., pay over to the successor trustee Trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee Trustee all such rights, powers, duties and obligations. Upon request of any such successor trusteeTrustee, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all Trustee al such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.6. No Upon acceptance of appointment by any successor trustee shall accept appointment Trustee as provided in this Section 6.11 5.10., the Issuer shall give, at its expense, notice thereof to the Noteholders as specified in Section 11.4. (which notice shall include the successor Trustee's Corporate Trust Office) and to the CNV. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 5.9. If the Issuer fails to give such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be given at the expense of the Issuer. No successor Trustee shall accept its appointment unless at the time of such acceptance such successor trustee Trustee shall be qualified under the provisions of Section 6.8 and eligible under the provisions of Section 6.9this Article. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trustee.Execution copy

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 5.9 hereof shall execute and deliver to the Issuer and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee Trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 9.4 hereof, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer shall execute any and all appropriate instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.6 hereof. No Upon acceptance of appointment by a successor trustee shall accept appointment as provided in this Section 6.11 unless 5.10, the Issuer shall mail notice thereof by first-class mail to the Holders of Securities at their last addresses as they shall appear in the time Securities Register. If the acceptance of appointment is substantially contemporaneous with the resignation then the notice called for by the preceding sentence may be combined with the notice called for by Section 5.9 hereof. If the Issuer fails to mail such notice within 10 days after acceptance such of appointment by the successor trustee, the successor trustee shall cause such notice to be qualified mailed at the expense of the Issuer. Notwithstanding replacement of the Trustee pursuant to this Section 5.10, the Issuer's obligations under Section 5.6 hereof shall continue for the provisions benefit of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trusteeretiring Trustee.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 5.10 shall execute and deliver to the Issuer Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer Company or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 11.06, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.07. No Upon acceptance of appointment by a successor trustee shall accept appointment as provided in this Section 6.11 unless 5.11, the Company shall mail notice thereof by first-class mail to the holders of Securities at their last addresses as they shall appear in the time Security Register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 5.10. If the Company fails to mail such notice within 10 days after acceptance such of appointment by the successor trustee, the successor trustee shall cause such notice to be qualified under mailed at the provisions expense of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trusteeCompany.

Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 5.9 shall execute and deliver to the Issuer Issuers and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the an Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee Trustee ceasing to act shall upon being paid the amounts due it under shall, subject to Section 6.6 9.4, pay over to the successor trustee all moneys at the time held field by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the such Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a prior claim upon all Property property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 6.65.6. No Upon acceptance of appointment by a successor trustee shall accept appointment as provided in this Section 6.11 unless 5.10, the Issuers shall mail notice thereof by first-class mail to the holders of Securities at their last addresses as they shall appear in the time Security register. If the acceptance of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 and eligible under the provisions of Section 6.9. No Trustee under this Indenture shall be personally liable for any action or omission of any successor trustee.appointment is substantially