Common use of Acceptance of Appointment by Successor Clause in Contracts

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all series, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to it, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee trustee with respect to the Securities of all seriesSecurities, every such successor Trustee trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring 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 of the retiring Trustee; but, on the request of the Company or the successor Trusteetrustee, such retiring Trustee shall, upon full payment of all sums owed any amount then due it pursuant to itSection 7.06, execute and deliver an instrument transferring to such successor Trustee trustee all the rights, powers powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee under this Indenture with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge acknowledge, and deliver to the Company and to the retiring Trustee an instrument accepting such appointment. Upon such delivery, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed deed, or conveyance, shall become vested with all the rights, powers, trusts trusts, and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges and all sums owed other amounts payable to itit hereunder, execute and deliver an instrument transferring to such successor Trustee all the rights, powers powers, and trusts of the retiring Trustee and shall duly assign, transfer transfer, and deliver to such successor Trustee all property and money held by such retiring Trustee hereunderunder this Indenture, subject nevertheless to its lien provided for in Section 6.7.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall will execute, acknowledge acknowledge, and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall will become effective and such successor Trustee, without any further act, deed deed, or conveyance, shall will become vested with all the rights, powers, trusts trusts, and duties of the retiring Trustee; , but, on the request of the Company or the successor Trustee, such retiring Trustee shallwill, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers powers, and trusts duties of the retiring Trustee and shall will duly assign, transfer transfer, and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee, with like effect as if originally named Trustee hereunder; but, but on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Any Trustee ceasing to act shall, nevertheless, retain a prior lien upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to the provisions of Section 607.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all series, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to it, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Company, the Guarantor or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee under this Indenture with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge acknowledge, and deliver to the Company and to the retiring Trustee an instrument accepting such appointment. Upon such delivery, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed deed, or conveyance, shall become vested with all the rights, powers, trusts trusts, and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers powers, and trusts of the retiring Trustee and shall duly assign, transfer transfer, and deliver to such successor Trustee all property and money held by such retiring Trustee hereunderunder this Indenture.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all series, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Company, the Guarantor or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to it, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a1) In case of Upon the appointment hereunder of a any successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company Company, the Guarantor or the such successor Trustee, such retiring Trustee shallTrustee, upon payment of all sums owed to itits charges, shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and and, subject to Section 10.3, shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 6.6.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee trustee with respect to the Securities of all seriesDebentures, every such successor Trustee trustee so appointed shall execute, acknowledge and deliver to the Company Corporation and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring 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 of the retiring Trustee; but, on the request of the Company Corporation or the successor Trusteetrustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee trustee all the rights, powers powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, any Guarantor (if applicable) and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or any Guarantor (if applicable) or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject to its lien, if any, provided for in Section 607.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Guarantors (if applicable) and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or, if applicable, any Guarantor or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Debt Securities of all series, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to it, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of Upon the appointment hereunder of a any successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company Company, the Guarantor or the such successor Trustee, such retiring Trustee shallTrustee, upon payment of all sums owed to itits charges, shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and and, subject to Section 1003, shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 606.

Acceptance of Appointment by Successor. (a1) In case of Upon the appointment hereunder of a any successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Operating Partnership and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company Operating Partnership or the such successor Trustee, such retiring Trustee shallTrustee, upon payment of all sums owed to itits charges, shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and and, subject to Section 1003, shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 606.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, the Securities of all series, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Guarantors (if applicable) and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Company, any Guarantor (if applicable) or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its lien under Section 6.7.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, to the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Company, the Guarantor or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a Every successor Trustee with respect to appointed hereunder shall meet the Securities requirements of all series, every such successor Trustee so appointed Section 6.8 and shall execute, acknowledge and deliver to the Company Issuer and to the retiring Trustee an instrument accepting such appointment. Upon delivery of the required instruments, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts trusts, duties and duties obligations of the retiring Trustee; but, on the request of the Company Issuer or a Majority of any Class of Secured Notes or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges then unpaid, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money Money held by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.

Acceptance of Appointment by Successor. (a1) In case of Upon the appointment hereunder of a any successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company Company, the Guarantor or the such successor Trustee, such retiring Trustee shallTrustee, upon payment of all sums owed to itits charges, shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and and, subject to Section 1003, shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 606.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts hereunder of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 607.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee and the resigning or removed Trustee shall be therefrom deemed released and discharged of the trusts and duties hereunder; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a1) In case of Upon the appointment hereunder of a any successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Operating Partnership and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company Operating Partnership or the such successor Trustee, such retiring Trustee shallTrustee, upon payment of all sums owed to itits charges, shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and and, subject to Section 1003, shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 606.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Guarantor (if applicable) and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or, if applicable, the Guarantor or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee trustee with respect to the Securities of all seriesNotes, every such successor Trustee trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring 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 of the retiring Trustee; but, on the written request of the Company or the successor Trusteetrustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee trustee all property and money held by such retiring Trustee hereunder. The trustee shall have no liability or responsibility for the action or inaction of any successor Trustee.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesTrustee, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to it, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunderhereunder (including all interest in the Class A Bonds), subject nevertheless to its Lien provided for in Section 1007.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee trustee with respect to the Securities of all seriesNotes, every such successor Trustee trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring 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 of the retiring Trustee; but, on the request of the Company or the successor Trusteetrustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee trustee all the rights, powers powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee trustee all property and money held by such retiring Trustee hereunder. The trustee shall have no liability or responsibility for the action or inaction of any successor Trustee.

Acceptance of Appointment by Successor. (a1) In case of Upon the appointment hereunder of a any successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Guarantors and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company Company, any Guarantor or the such successor Trustee, such retiring Trustee shallTrustee, upon payment of all sums owed to itits charges, shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and and, subject to Section 1003, shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 606.

Acceptance of Appointment by Successor. (a) In case of Upon the appointment hereunder of a any successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the written request of the Company or the such successor Trustee, such retiring Trustee shallTrustee, upon payment of all sums owed to itits charges, shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and and, subject to Section 10.03, shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 6.06.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee trustee with respect to the Securities of all seriesSecurities, every such successor Trustee trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring 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 of the retiring Trustee; but, on the request of the Company or the successor Trusteetrustee, such retiring Trustee shall, upon payment of its charges and all sums owed other amounts payable to itit hereunder, execute and deliver an instrument transferring to such successor Trustee trustee all the rights, powers powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee trustee all property and money held by such retiring Trustee hereunder, subject to the lien provided for in Section 8.06(b).

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Subsidiary Guarantors and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Issuer and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Issuer or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itfees, expenses and indemnification amounts, if any, then due and payable, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of Upon the appointment hereunder of a any successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company or the such successor Trustee, such retiring Trustee shallTrustee, upon payment of all sums owed to itits charges, shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and and, subject to Section 5.03, shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 10.05.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee trustee with respect to the Securities of all seriesSecurities, every such successor Trustee trustee so appointed shall execute, acknowledge and deliver to the Company Issuers and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring 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 of the retiring Trustee; but, on the request of the Company Issuers or the successor Trusteetrustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee trustee all the rights, powers powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a1) In case of Upon the appointment hereunder of a any successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Guarantors and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company or the such successor Trustee, such retiring Trustee shallTrustee, upon payment of all sums owed to itits charges, shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and and, subject to Section 1003, shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 606.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Partnership, the Guarantor (if the Securities are Guaranteed Securities) and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Partnership, the Guarantor (if the Securities are Guaranteed Securities) or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 606.

Acceptance of Appointment by Successor. (a) In case of Upon the appointment hereunder of a any successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company or the such successor Trustee, such retiring Trustee shallTrustee, upon payment of all sums owed to itits charges, shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and and, subject to Section 1003, shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 605.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a Every successor Trustee with respect to the Securities of all series, every such successor Trustee so appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; PROVIDED, HOWEVER, that the retiring Trustee shall continue to be entitled to the benefit of Section 606; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities all series of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed its charges due pursuant to itSection 607, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunderhereunder subject to the lien provided in Section 607.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, the Securities of all series, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Partnership, the Guarantors (if applicable) and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Partnership, any Guarantor (if applicable) or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all series, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Company, the Guarantor or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to it, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a1) In case of Upon the appointment hereunder of a any successor Trustee with respect to the Securities of all seriesDebt Securities, every such successor Trustee so appointed shall will execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall will become effective and such successor Trustee, without any further act, deed or conveyance, shall will become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; butprovided, however, that on the request of the Company or the such successor Trustee, such retiring Trustee shallTrustee, upon payment of all sums owed to itits charges, will execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall and, subject to Section 9.4, will duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 5.7.

Acceptance of Appointment by Successor. (a) In the case of the an appointment hereunder of a successor Trustee with respect to the Securities of all seriesTrustee, every each such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Issuer and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Issuer or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed the amounts then due to itit pursuant to the provisions of Section 6.07, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 6.07.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to each of the Company Issuer, the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; , but, on upon the request of the Company Issuer, the Guarantor or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges upon the terms of this Indenture, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In the case of the an appointment hereunder of a successor Trustee with respect to the Securities of all seriesDebt Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges due under Section 607 hereof, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of Upon the appointment hereunder of a any successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company or the such successor Trustee, such retiring Trustee shallTrustee, upon payment of all sums owed to itits charges, shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and and, subject to Section 8.03, shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its lien provided for in Section 12.06.

Acceptance of Appointment by Successor. (a1) In case of Upon the appointment hereunder of a any successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Guarantors and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company Company, the Guarantors or the such successor Trustee, such retiring Trustee shallTrustee, upon payment of all sums owed to itits charges, shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and and, subject to Section 10.3, shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 6.6.

Acceptance of Appointment by Successor. (a) In case of Upon the appointment hereunder of a any successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; Trustee but, on the request of the Company Company, the Guarantor or the such successor Trustee, such retiring Trustee shallTrustee, upon payment of all sums owed to itits charges, shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and and, subject to Section 10.03, shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 6.07.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.. In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company PEC and to the retiring Trustee an instrument accepting such appointment, and thereupon . Thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, conveyance shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of PEC or on the Company or request of the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder; PROVIDED, that such property and money shall continue to be subject to any lien in favor of the retiring Trustee provided for in Section 607.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a Every successor Trustee with respect to the Securities of all series, every such successor Trustee so appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; provided, however, that the -------- ------- retiring Trustee shall continue to be entitled to the benefit of Section 606; but, on the request of the Company or the successor TrusteeTrustee and after payment of all amounts due and payable to such retiring Trustee pursuant to Section 606 (collectively, the "Trustee Payments"), such retiring Trustee shall, upon payment of all sums owed to itany additional charges therefor, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee trustee with respect to the Securities of all seriesSecurities, every such successor Trustee trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring 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 of the retiring Trustee; but, on the request of the Company or the successor Trusteetrustee, such retiring Trustee shall, upon payment of its charges and all sums owed other amounts payable to itit hereunder, execute and deliver an instrument transferring to such successor Trustee trustee all the rights, powers powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee trustee all property and money held by such retiring Trustee hereunder, subject to the lien provided for in Section 12.6(b).

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, the Securities of all series, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Guarantors (if applicable) and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Company, any Guarantor (if applicable) or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company or the successor Trustee, all property and Money held by such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money Money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 605.

Acceptance of Appointment by Successor. (a) In case of the appointment Every successor Subordinated Trustee appointed hereunder of a successor Trustee with respect to the Securities of all series, every such successor Trustee so appointed any series shall execute, acknowledge and deliver to the Company Issuer and to the retiring Subordinated Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Subordinated Trustee shall become effective and such successor Subordinated Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Subordinated Trustee; but, on the request of the Company Issuer or the successor Subordinated Trustee, such retiring Subordinated Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Subordinated Trustee all the rights, powers and trusts of the retiring Subordinated Trustee and shall duly assign, transfer and deliver to such successor Subordinated Trustee all property and money held by such retiring Subordinated Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesRelevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Company Trust and to the retiring Relevant Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Trustee shall become effective and such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Company Depositor or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property and money held by such retiring Relevant Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities Notes of all series, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee, including rights, title and interest in the Senior Note First Mortgage Bonds; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to it, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee, with like effect as if originally named Trustee hereunder; but, but on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, Industries and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, conveyance shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company and Industries or on the request of the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunderhereunder provided that all sums owed to the retiring Trustee hereunder have been paid and subject to the lien provided by Section 607 hereof.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Subsidiary Guarantors and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Company, any Subsidiary Guarantor or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all series, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to it, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its lien provided for in Section 907.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee trustee with respect to the Securities of all seriesSecurities, every such successor Trustee trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring 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 of the retiring Trustee; but, on the request of the Company or the successor Trusteetrustee, such retiring Trustee shall, upon payment of its charges and all sums owed other amounts payable to itit hereunder, execute and deliver an instrument transferring to such successor Trustee trustee all the rights, powers powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee trustee all property and money held by such retiring Trustee hereunder, subject to the lien provided for in Section 9.06(b).

Acceptance of Appointment by Successor. (a) In case of the appointment Every successor Subordinated Trustee appointed hereunder of a successor Trustee with respect to the Securities of all series, every such successor Trustee so appointed any series shall execute, acknowledge and deliver to the Company Issuer and to the retiring Subordinated Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Subordinated Trustee shall become effective and such successor Subordinated Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts trusts, indemnities and duties of the retiring Subordinated Trustee; but, on the request of the Company Issuer or the successor Subordinated Trustee, such retiring Subordinated Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Subordinated Trustee all the rights, powers and trusts of the retiring Subordinated Trustee and shall duly assign, transfer and deliver to such successor Subordinated Trustee all property and money held by such retiring Subordinated Trustee hereunder, subject to the lien provided by Section 6.07.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesTrustee, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Issuer and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Issuer or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Any Trustee ceasing to act shall, nevertheless, retain its prior lien upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to the provisions of Section 7.07.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all series, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; butprovided, however that on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to it, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of Every successor Indenture Trustee appointed under the appointment hereunder of a successor Trustee with respect to the Securities of all series, every such successor Trustee so appointed Indenture shall execute, acknowledge and deliver to the Company Trust and to the retiring Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and such successor Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Indenture Trustee; but. Notwithstanding the foregoing, on the request of the Company Trust or the successor Indenture Trustee, such retiring Indenture Trustee shall, upon payment of all sums amounts owed to it, execute and deliver an instrument transferring to such successor Indenture Trustee all the rights, powers and trusts of the retiring Trustee Indenture Trustee, and shall duly assign, transfer and deliver to such successor Indenture Trustee all property and money held by such retiring Indenture Trustee hereunderunder the Indenture.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesDebt Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee trustee all the rights, powers powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesDebt Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, each Parent, Unilever U.S. and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Company, either Parent or Unilever U.S. or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Issuer, the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the upon request of the Company Issuer, the Guarantor or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee trustee all the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 606.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, the Securities of all series, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Partnership, the Guarantors (if applicable) and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Partnership, any Guarantor (if applicable) or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its lien under Section 6.7.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Company, the Guarantor or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itany fees and expenses due and owing it hereunder, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee, and all property and money held by such retiring Trustee hereunder; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed its charges and subject to itany claim provided for in Section 607, execute and deliver an instrument transferring to such successor Trustee all the rights, powers powers, trusts and trusts duties of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of --------------------------------------- the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSenior Debt Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Company, the Guarantor or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee Trustee, all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee trustee with respect to the Securities of all seriesDebentures, every such successor Trustee trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring 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 of the retiring Trustee; but, on the request of the Company or the successor Trusteetrustee, such retiring Trustee shall, upon payment in full to it of all sums owed amounts it is entitled to itunder this Indenture, including Section 9.7 hereof, execute and deliver an instrument transferring to such successor Trustee trustee all the rights, powers powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all series, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or or, conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to it, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a Every such successor Trustee appointed hereunder with respect to the Securities of all series, every such successor Trustee so appointed any series shall execute, acknowledge and deliver to the Company Issuer and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, Trustee without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Issuer or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itany amount due hereunder or in connection herewith, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or Company, the Guarantor and/or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges as provided in Section 707, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In the case of the an appointment hereunder of a successor Trustee with respect to the Securities of all seriesDebt Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Company, the Guarantor or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject to its lien, if any, provided for in Section 707.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Any Trustee ceasing to act shall, nevertheless, retain its prior lien upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to the provisions of Section 607.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed its charges and reimbursement of its expenses (including reasonable fees and-expenses of counsel and agents), if any, to itwhich such retiring Trustee is otherwise legally entitled, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to NiSource Finance, the Company Parent and to the retiring Trustee an instrument accepting such appointment, and thereupon . Thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, conveyance shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of NiSource Finance and the Company Parent or on the request of the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder; provided, that such property and money shall continue to be subject to any lien in favor of the retiring Trustee provided for in Section 607.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Company, the Guarantor or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 707.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges and all sums owed other amounts payable to itit hereunder, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject to the lien provided for in Section 707.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee trustee with respect to the Securities of all seriesSecurities, every such successor Trustee trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring 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 of the retiring Trustee; but, on the request of the Company or the successor Trusteetrustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee trustee all the rights, powers powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee trustee all property and money held by such retiring Trustee hereunder; provided that all sums owing to the Trustee hereunder have been paid, and subject to the lien provided for in Section 7.06(b).

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed its charges and reimbursement of its expenses (including, reasonable fees and expenses of counsel and agents), if any, to itwhich such retiring Trustee is otherwise legally entitled, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a Every successor Trustee with respect to the Securities of all series, every such appointed hereunder successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; butprovided, on however, that the retiring Trustee shall continue to be entitled to the benefit of Section 6.06(3). On request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the such rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Company shall execute any and all instruments more fully and certainly vesting in and conforming to such successor Trustee all such rights, powers and trusts.

Acceptance of Appointment by Successor. (a) In the case of the an appointment hereunder of a successor Trustee with respect to the Securities of all seriesDebt Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Company, the Guarantor or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee, with like effect as if originally named Trustee hereunder; but, but on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Any Trustee ceasing to act shall, nevertheless, retain a prior lien upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to the provisions of SECTION 6.07.

Acceptance of Appointment by Successor. (a1) In case of the appointment hereunder of a successor Trustee under this Indenture with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge acknowledge, and deliver to the Company and to the retiring Trustee an instrument accepting such appointment. Upon such delivery, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed deed, or conveyance, shall become vested with all the rights, powers, trusts trusts, and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges and all sums owed other amounts payable to itit hereunder, execute and deliver an instrument transferring to such successor Trustee all the rights, powers powers, and trusts of the retiring Trustee and shall duly assign, transfer transfer, and deliver to such successor Trustee all property and money held by such retiring Trustee hereunderunder this Indenture, subject nevertheless to its lien provided for in Section 6.7.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesNotes, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Obligor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Obligor or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed its reasonable charges and subject to itits lien, if any, provided by Section 5.07, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee, with like effect as if originally named 41 Trustee hereunder; but, but on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Any Trustee ceasing to act shall, nevertheless, retain a prior lien upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to the provisions of SECTION 6.07.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a Every such successor Trustee appointed hereunder with respect to the Securities of all series, every such successor Trustee so appointed any series shall execute, acknowledge and deliver to the Company Company, the Guarantor (in the case of Guaranteed Securities) and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Company, the Guarantor (in the case of Guaranteed Securities) or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute execute, and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case --------------------------------------- of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed hereunder shall execute, acknowledge and deliver to each of the Company Issuers and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of any of the Company Issuers or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers powers, trusts and trusts duties of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee trustee with respect to the Securities of all seriesSecurities, every such successor Trustee trustee so appointed shall execute, acknowledge and deliver to the Company and the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring 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 of the retiring Trustee; but, on the request of the Company or the Guarantor or the successor Trusteetrustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee trustee all the rights, powers powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee trustee all property and money held by such retiring Trustee hereunder.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to itits charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.. In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and

Acceptance of Appointment by Successor. (a1) In case of Upon the appointment hereunder of a any successor Trustee with respect to the Securities of all seriesSecurities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company Company, the Guarantor or the such successor Trustee, such retiring Trustee shallTrustee, upon payment of all sums owed to itits charges, shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and and, subject to Section 10.3, shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, provided for in Section 6.6.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all seriesTrustee, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to it, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its Lien provided for in Section 10.07.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all series, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, conveyance shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to it, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its lien provided in Section 907.