Common use of Replacement of Trustee Clause in Contracts

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. The Trustee may resign by so notifying the Company. The Holders of a majority in principal amount of the outstanding Debentures may remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07), the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Debentureholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if the Trustee shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such court.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each DebentureholderHolder. If a No successor Trustee does not take office within 60 days after shall accept its appointment unless at the retiring time of such acceptance such successor Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trusteeshall be qualified and eligible under this Article. If the Trustee fails is no longer eligible under Section 7.10 or shall fail to comply with TIA Section 7.10310(b), any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . If at any time the Trustee shall fail cease to comply be eligible in accordance with TIA ssthe provisions of this Section 7.08, the Trustee shall resign immediately in the manner and with the effect provided in this Section. 310(b)(i), only a Debentureholder who has been a bona fide holder The Company or successor Trustee shall give notice of any resignation and any removal of the Debentures for at least six months Trustee and has requested each appointment of a successor Trustee to all Holders. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company’s obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall shall, upon transfer of its charges hereunder, transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each DebentureholderHolder. If a No successor Trustee does not take office within 60 days after shall accept its appointment unless at the retiring time of such acceptance such successor Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trusteeshall be qualified and eligible under this Article. If the Trustee fails is no longer eligible under Section 7.10 or shall fail to comply with TIA Section 7.10310(b), any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . If at any time the Trustee shall fail cease to comply be eligible in accordance with TIA ssthe provisions of this Section 7.08, the Trustee shall resign immediately in the manner and with the effect provided in this Section 7.08. 310(b)(i), only a Debentureholder who has been a bona fide holder The Company shall give notice of any resignation and any removal of the Debentures for at least six months Trustee and has requested each appointment of a successor Trustee to all Holders. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company’s obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyIssuer in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in aggregate principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the Company's consentprior written consent of the Issuer. The Company Issuer may remove the Trustee by a Board Resolution if: (ia) the Trustee fails to comply with is no longer eligible under Section 7.10; (iib) the Trustee is adjudged a bankrupt or an insolvent; (iiic) a receiver or other public officer takes charge of the Trustee or its property; or (ivd) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company Issuer shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Holders of a majority in aggregate principal amount of the outstanding Notes may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the CompanyIssuer. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Issuer shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Issuer’s obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the ----------------------- Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. The Trustee may resign by so notifying the Company. The Holders of a majority in principal amount of the outstanding Debentures may remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07), the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Debentureholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if the Trustee shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such court.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities and the appointment of a successor Trustee as Trustee with respect to the Securities shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this SectionSection 8.08. The Trustee may resign as Trustee with respect to the Securities at any time by so notifying the CompanyCompany and the Guarantor in writing. The Holders of a majority in principal amount of the outstanding Debentures Securities may remove the Trustee as Trustee with respect to the Securities by so notifying the Trustee in writing and may, in accordance with the Companyfollowing paragraph, and may appoint a successor Trustee with respect thereto with the consent of the Company's consent. The Company may remove the Trustee as Trustee with respect to the Securities if: (i) the Trustee fails to comply with is no longer eligible under Section 7.108.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities, or if a vacancy exists in the office of the Trustee with respect to the Securities for any reason, the Company shall promptly appoint a successor TrusteeTrustee with respect thereto. A Within one year after the successor Trustee shall deliver takes office, the Holders of a written acceptance majority in principal amount of its appointment the outstanding Securities may, with the consent of the Company, appoint a successor Trustee in respect of the Securities to replace the retiring successor Trustee and to appointed by the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to If the successor Trustee (subject with respect to the lien provided for in Section 7.07), the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee Securities does not take office deliver its written acceptance required by the next succeeding paragraph of this Section 8.08 within 60 30 days after the retiring Trustee 52 resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. A successor Trustee with respect to the Securities shall deliver a written acceptance of its appointment to the retiring Trustee, to the Company and to the Guarantor. If Immediately after the delivery of such written acceptance, subject to the lien provided for in Section 8.07 and subject to the payment of any and all amounts then due and owing to the retiring Trustee, (i) the retiring Trustee shall transfer all property held by it as Trustee in respect of the Securities to the successor Trustee, (ii) the resignation or removal of the retiring Trustee in respect of the Securities shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee fails in respect of the Securities issued under this Indenture. A successor Trustee shall mail notice of its succession to comply with Section 7.10each Holder. Upon request of any such successor Trustee, the Company and the Guarantor shall execute any Debentureholder may petition and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph. The Company shall give notice of any court of competent jurisdiction for the resignation and any removal of the Trustee with respect to the Securities and the each appointment of a successor Trustee, provided, however, that if Trustee in respect of the Securities to all Holders. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities pursuant to this Section 8.08, the Company’s and the Guarantor’s obligations under Section 8.07 shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder continue for the benefit of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such courtretiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may at any time remove the Trustee if: (i) by Company Order given at least 30 days prior to the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge date of the Trustee or its property; or (iv) the Trustee becomes incapable of actingproposed removal. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee at the expense of the Company, the Company or the Holders of a majority in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafter, immediately after the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company's obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this SectionSection 7.09. The Trustee for the Securities of any series may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Securities of any series may at any time remove the Trustee for the Securities of such series by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consentTrustee. The Company may remove the Trustee for the Securities of any series if: (i) the Trustee fails to comply with is no longer eligible under Section 7.107.11; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee for the Securities of any series resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.09 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.08, (i) the retiring Trustee shall upon payment of its charges transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each DebentureholderHolder of Securities of the affected series. If a No successor Trustee does not take office within 60 days after shall accept its appointment unless at the retiring time of such acceptance such successor Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trusteeshall be qualified and eligible under this Article Seven. If the Trustee fails for the Securities of any series is no longer eligible under Section 7.11 or shall fail to comply with TIA Section 7.10310(b), any Debentureholder Holder of Securities of such series who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. If at any time the Trustee for the Securities of any series shall cease to be eligible in accordance with the provisions of this Section 7.09, provided, however, that if the Trustee shall fail to comply resign immediately in the manner and with TIA ssthe effect provided in this Section 7.09. 310(b)(i), only a Debentureholder who has been a bona fide holder The Company shall give notice of any resignation and any removal of the Debentures Trustee for at least six months the Securities of any series and has requested each appointment of a successor Trustee to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.09, the Company’s obligation under Section 7.08 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. The Trustee may resign by so notifying at any time with 30 days notice to the CompanyIssuers. The Holders of a majority in principal amount of the outstanding Debentures Notes then outstanding, may remove the Trustee by so notifying with 30 days notice to the Trustee and the Company, Issuers and may appoint a successor Trustee with Trustee. So long as no Default or Event of Default shall have occurred and been outstanding within the Company's consent. The Company previous 12 month period, the Issuers may remove the Trustee if: (i) the at any time by appointing a successor Trustee fails to comply that complies with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or resigns, is removed by the Issuers or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reasonreason (the Trustee in such event being referred to herein as the retiring Trustee), the Company Issuers shall promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the CompanyIssuers. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07), Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A The successor Trustee shall mail a notice of its succession to each DebentureholderNoteholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.7. If a successor Trustee does not take office and deliver the written notice contemplated by this Section 7.9 within 60 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company Trustee or the Holders of a majority 10% in principal amount of the outstanding Debentures may Notes may, at the expense of the Issuers petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Debentureholder Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if the Trustee shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such court.

Replacement of Trustee. A resignation or removal of the ---------------------- Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company's obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each DebentureholderHolder. If a No successor Trustee does not take office within 60 days after shall accept its appointment unless at the retiring time of such acceptance such successor Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trusteeshall be qualified and eligible under this Article. If the Trustee fails is no longer eligible under Section 7.10 or shall fail to comply with TIA Section 7.10310(b), any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . If at any time the Trustee shall fail cease to comply be eligible in accordance with TIA ssthe provisions of this Section 7.08, the Trustee shall resign immediately in the manner and with the effect provided in this Section. 310(b)(i), only a Debentureholder who has been a bona fide holder The Company shall give notice of any resignation and any removal of the Debentures for at least six months Trustee and has requested each appointment of a successor Trustee to all Holders. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company’s obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may at any time remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consentTrustee. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each DebentureholderHolder. If a No successor Trustee does not take office within 60 days after shall accept its appointment unless at the retiring time of such acceptance such successor Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trusteeshall be qualified and eligible under this Article. If the Trustee fails is no longer eligible under Section 7.10 or shall fail to comply with TIA Section 7.10310(b), any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . If at any time the Trustee shall fail cease to comply be eligible in accordance with TIA ssthe provisions of this Section 7.08, the Trustee shall resign immediately in the manner and with the effect provided in this Section. 310(b)(i), only a Debentureholder who has been a bona fide holder The Company shall give notice of any resignation and any removal of the Debentures for at least six months Trustee and has requested each appointment of a successor Trustee to all Holders. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company's obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company’s obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. The Trustee may resign at any time by so notifying the CompanyCompany in writing. The Holders of a majority in principal amount of the outstanding Debentures Securities may remove the Trustee by so notifying the Trustee and the Company, Company in writing and may appoint a successor Trustee with the Company's consent. The Company may at any time, other than during the existence of a Default or an Event of Default, remove the Trustee if: (i) by Company Order given at least 30 days prior to the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge date of the Trustee or its property; or (iv) the Trustee becomes incapable of actingproposed removal. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reasonreason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterAs promptly as practicable after that, the retiring Trustee shall transfer transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07, all property held by it as Trustee to the successor Trustee (Trustee, subject to the lien Lien provided for in Section 7.07), the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each DebentureholderSecurityholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority at least 10% in principal amount of the outstanding Debentures Securities may petition petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Debentureholder Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company's obligations under Section 7.07 shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder continue for the benefit of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such courtretiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of its appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may at any time remove the Trustee if: (i) Trustee, by Company Order given at least 30 days prior to the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge date of the Trustee or its propertyproposed removal; or (iv) the Trustee becomes incapable provided that, at such date, no Event of actingDefault shall have occurred and be continuing. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07 of this Indenture, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.107.10 of this Indenture, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the Trustee in writing to comply with such provision may so petition such courtaddress of its Corporate Trust Office.

Replacement of Trustee. A The resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 6.11. The Trustee may resign at any time with respect to the Notes of any series by so notifying giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Notes of such series. The Holders of a majority in aggregate principal amount of the outstanding Debentures Outstanding Notes may remove the Trustee by so notifying the Trustee and the Company, Company and may appoint a successor Trustee with the Company's consentconsent (which consent shall not be unreasonably withheld or delayed); provided that no such consent on the part of the Company shall be required if an Event of Default shall have occurred and is continuing. The Company may remove the Trustee ifIf at any time: (i) the Trustee fails to comply with Section 7.10310(b) of the Trust Indenture Act after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Note for at least six months; (ii) the Trustee shall cease to be eligible under Section 310(a) of the Trust Indenture Act and shall fail to resign after written request therefor by the Company or by any Holder of a Note who has been a bona fide Holder of a Note for at least six months; or the Trustee becomes incapable of acting, is adjudged a bankrupt or an insolvent; (iii) insolvent or a receiver Custodian or other public officer takes charge of the Trustee or its property; property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) the Company by or pursuant to a Board Resolution may remove the Trustee with respect to all Notes, or (ivii) subject to Section 315(e) of the Trust Indenture Act, any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of itself and all other similarly situated, petition any court of competent jurisdiction for the removal of the Trustee becomes incapable with respect to all Notes and the appointment of actinga successor Trustee or Trustees. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, with respect to the Company Notes, the Company, by or pursuant to Board Resolution, shall promptly appoint a successor TrusteeTrustee with respect to the Notes (it being understood that at any time there shall only be one Trustee with respect to the Notes) and shall comply with the applicable requirements of Section 6.11. A If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Notes has not been appointed by the Company and accepted such appointment, then a successor Trustee shall deliver a written acceptance be appointed by Act of its appointment to the retiring Trustee and to the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07), the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in aggregate principal amount of the outstanding Debentures may Outstanding Notes delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Trustee with respect to the Notes and to that extent supersede the successor Trustee with respect to the Notes appointed by the Company. If no successor Trustee of such series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 6.11, any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. If Trustee with respect to the Trustee fails to comply with Section 7.10, any Debentureholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if the Trustee shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such courtNotes.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may at any time remove the Trustee if: (i) Trustee, by Company Order given at least 30 days prior to the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge date of the Trustee or its propertyproposed removal; or (iv) the Trustee becomes incapable provided that at such date no Event of actingDefault shall have occurred and be continuing. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the Trustee in writing to comply with such provision may so petition such courtaddress of its Corporate Trust Office.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the prior written consent of the Company's consent. The Company may remove the Trustee by a Board Resolution if: (ia) the Trustee fails to comply with is no longer eligible under Section 7.10; (iib) the Trustee is adjudged a bankrupt or an insolvent; (iiic) a receiver or other public officer takes charge of the Trustee or its property; or (ivd) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company's obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in aggregate principal amount of the then outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolventinsolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a receiver Custodian or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of actingperforming the services of the Trustee hereunder. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. A ; provided that the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the replace any successor Trustee (subject to the lien provided for in Section 7.07), the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholderappointed by Company. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority at least 10% in principal amount of the then outstanding Debentures Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Debentureholder Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, providedthe resignation or removal of the retiring Trustee shall become effective and the successor Trustee shall have all the rights, however, that if powers and duties of the Trustee under this Indenture. The successor Trustee shall fail deliver a notice of its appointment to comply with TIA ssHolders. 310(b)(i), only a Debentureholder who has The retiring Trustee shall promptly transfer all property it holds as Trustee to the successor Trustee; provided that all sums owing to the retiring Trustee hereunder have been a bona fide holder paid. Notwithstanding replacement of the Debentures Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 shall continue for at least six months the retiring Trustee’s benefit with respect to expenses and has requested liabilities relating to the Trustee in writing retiring Trustee’s activities prior to comply with such provision may so petition such courtbeing replaced.

Replacement of Trustee. A resignation or removal of ----------------------- the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. The Trustee may resign by so notifying the Company. The Holders of a majority in principal amount of the outstanding Debentures may remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07), the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Debentureholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if the Trustee shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such court.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of its appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may at any time remove the Trustee if: (i) Trustee, by Company Order given at least 30 days prior to the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge date of the Trustee or its propertyproposed removal; or (iv) the Trustee becomes incapable PROVIDED that, at such date, no Event of actingDefault shall have occurred and be continuing. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07 of this Indenture, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.107.10 of this Indenture, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the Trustee in writing to comply with such provision may so petition such courtaddress of its Corporate Trust Office.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this Section. The Trustee may resign and be discharged from the trust hereby created with respect to the Securities by so notifying the CompanyCorporation. The Holders of a majority in principal amount of the then outstanding Debentures Securities may remove the Trustee with respect to such Securities by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consentCorporation. The Company Corporation may remove the Trustee with respect to the Securities if: (i) the Trustee fails to comply with Section 7.108.10 or TIA § 310; (ii) the Trustee is adjudged a bankrupt or an insolventinsolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a receiver Custodian or other public officer or receiver takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Company Corporation shall promptly appoint a successor Trustee. The Trustee shall be entitled to payment of its fees and reimbursement of its expenses while acting as Trustee. Within one year after the successor Trustee takes office, the Holders of at least a majority in principal amount of then outstanding Securities may appoint a successor Trustee with respect to such Securities to replace the successor Trustee appointed by the Corporation. If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Corporation or the Holders of at least 10% in principal amount of the then outstanding Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with clauses (i) through (iv) of the second paragraph of this Section with respect to the Securities, any Holder of such Securities may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee with respect to such Securities. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the CompanyCorporation. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07), Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A The Corporation shall mail a notice of the successor Trustee’s succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee for the Securities to the successor Trustee for the Securities, subject to the lien provided for in Section 8.07. Notwithstanding replacement of the Trustee pursuant to this Section 8.08, the Corporation’s obligations under Section 8.07 hereof shall mail notice continue for the benefit of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removedwith respect to expenses, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails losses and liabilities incurred by it prior to comply with Section 7.10, any Debentureholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if the Trustee shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such courtreplacement.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 6.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least thirty (30) days prior to the date of the proposed resignation. The Holders holders of a majority in principal amount of the outstanding Debentures Outstanding Securities may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the prior consent of the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.106.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the holders of a majority in principal amount of the Outstanding Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 6.08 within thirty (30) days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the holders of a majority in principal amount of the Outstanding Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 6.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trusteeholder. If the Trustee fails to comply with is no longer eligible under Section 7.106.10, any Debentureholder holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 6.08, the Company's obligation under Section 6.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in aggregate principal amount of the then outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolventinsolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a receiver Custodian or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of actingperforming the services of the Trustee hereunder. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. A ; provided that the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the replace any successor Trustee (subject to the lien provided for in Section 7.07), the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholderappointed by Company. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority at least 10% in principal amount of the then outstanding Debentures Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Debentureholder Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if the Trustee shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such court.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the prior written consent of the Company's consent. The Company may remove the Trustee by a Board Resolution if: (ia) the Trustee fails to comply with is no longer eligible under Section 7.10; (iib) the Trustee is adjudged a bankrupt or an insolvent; (iiic) a receiver or other public officer takes charge of the Trustee or its property; or (ivd) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company’s obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment or the appointment of a successor Trustee by a court of competent jurisdiction as provided in this SectionSection 7.07. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 60 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures may at any time remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consentTrustee. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.107.09; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Debentures may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.07 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.06, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each DebentureholderHolder. If a No successor Trustee does not take office within 60 days after shall accept its appointment unless at the retiring time of such acceptance such successor Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trusteeshall be qualified and eligible under this Article. If the Trustee fails to comply with is no longer eligible under Section 7.107.09, any Debentureholder Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . If at any time the Trustee shall fail cease to comply be eligible in accordance with TIA ssthe provisions of this Section 7.07, the Trustee shall resign immediately in the manner and with the effect provided in this Section. 310(b)(i), only a Debentureholder who has been a bona fide holder The Company shall give notice of any resignation and any removal of the Debentures for at least six months Trustee and has requested each appointment of a successor Trustee to all Holders. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.07, the Company’s obligation under Section 7.06 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the ---------------------- Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may at any time remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consentTrustee. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each DebentureholderHolder. If a No successor Trustee does not take office within 60 days after shall accept its appointment unless at the retiring time of such acceptance such successor Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trusteeshall be qualified and eligible under this Article. If the Trustee fails is no longer eligible under Section 7.10 or shall fail to comply with TIA Section 7.10310(b), any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . If at any time the Trustee shall fail cease to comply be eligible in accordance with TIA ssthe provisions of this Section 7.08, the Trustee shall resign immediately in the manner and with the effect provided in this Section. 310(b)(i), only a Debentureholder who has been a bona fide holder The Company shall give notice of any resignation and any removal of the Debentures for at least six months Trustee and has requested each appointment of a successor Trustee to all Holders. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company's obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount at maturity of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may at any time remove the Trustee if: (i) Trustee, by Company Order given at least 30 days prior to the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge date of the Trustee or its propertyproposed removal; or (iv) the Trustee becomes incapable provided that at such date no Event of actingDefault shall have occurred and be continuing. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount at maturity of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount at maturity of the outstanding Notes may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the Trustee in writing to comply with such provision may so petition such courtaddress of its Corporate Trust Office.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company or, after the occurrence and continuation of an Event of Default, the Holders of a majority in principal amount of Notes outstanding, shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company's obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each DebentureholderHolder. If a No successor Trustee does not take office within 60 days after shall accept its appointment unless at the retiring time of such acceptance such successor Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trusteeshall be qualified and eligible under this Article. If the Trustee fails is no longer eligible under Section 7.10 or shall fail to comply with TIA Section 7.10310(b), any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . If at any time the Trustee shall fail cease to comply be eligible in accordance with TIA ss. 310(b)(i)the provisions of this Section 7.08, only a Debentureholder who has been a bona fide holder of the Debentures for at least six months and has requested the Trustee shall resign immediately in writing to comply the manner and with such provision may so petition such courtthe effect provided in this Section.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 5.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least thirty days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Outstanding Notes may remove the Trustee at any time, by so notifying written notice to the Trustee and the Company, and may remove the Trustee and, with the prior consent of the Company, appoint a successor Trustee with the Company's consentTrustee. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.105.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed without the concurrent appointment by the Holders of a successor Trustee, if the Trustee resigns, or if a vacancy exists in the office of Trustee for any other reason, the Company shall promptly appoint a successor Trustee. If no successor Trustee has delivered its written acceptance required by the next succeeding paragraph of this Section 5.08 within thirty days after the retiring Trustee delivers notice of its resignation or is removed, or after the occurrence of a vacancy in the office of Trustee for any other reason, the retiring Trustee, the Company or the Holders of a majority in principal amount of the Outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 5.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.105.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 5.08, the Company's obligations under Section 5.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each DebentureholderHolder. If a No successor Trustee does not take office within 60 days after shall accept its appointment unless at the retiring time of such acceptance such successor Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trusteeshall be qualified and eligible under this Article. If the Trustee fails is no longer eligible under Section 7.10 or shall fail to comply with TIA Section 7.10310(b), any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . If at any time the Trustee shall fail cease to comply be eligible in accordance with TIA ssthe provisions of this Section 7.08, the Trustee shall resign immediately in the manner and with the effect provided in this Section 7.08. 310(b)(i), only a Debentureholder who has been a bona fide holder The Company or successor Trustee shall give notice of any resignation and any removal of the Debentures for at least six months Trustee and has requested each appointment of a successor Trustee to all Holders. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company’s obligation under Section 7.07 shall continue for the benefit of the retiring Trustee. Upon the Trustee’s resignation or removal, the Company shall promptly pay the Trustee all amounts owed by the Company to the Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount Accreted Value of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may remove the Trustee if: (ia) the Trustee fails to comply with Section 7.10; (iib) the Trustee is adjudged a bankrupt or an insolventinsolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iiic) a receiver or other public officer takes charge of the Trustee or its property; or (ivd) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly notify each Holder of such event and appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in Accreted Value of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next sentence of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least 10% in Accreted Value of the outstanding Notes may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the Lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give prompt notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company’s obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each DebentureholderHolder. If a No successor Trustee does not take office within 60 days after shall accept its appointment unless at the retiring time of such acceptance such successor Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trusteeshall be qualified and eligible under this Article. If the Trustee fails is no longer eligible under Section 7.10 or shall fail to comply with TIA Section 7.10310(b), any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . If at any time the Trustee shall fail cease to comply be eligible in accordance with TIA ssthe provisions of this Section 7.08, the Trustee shall resign immediately in the manner and with the effect provided in this Section. 310(b)(i), only a Debentureholder who has been a bona fide holder The Company shall give notice of any resignation and any removal of the Debentures for at least six months Trustee and has requested each appointment of a successor Trustee to all Holders. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company's obligation under Section 7.07 shall continue for the benefit of the retiring Trustee. Upon the Trustee's resignation or removal, the Company shall promptly pay the Trustee all amounts owed by the Company to the Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in aggregate principal amount of the then outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consent. The Company may remove the Trustee if: (i1) the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolventinsolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a receiver Custodian or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of actingperforming the services of the Trustee hereunder. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. A ; provided that the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the replace any successor Trustee (subject to the lien provided for in Section 7.07), the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholderappointed by Company. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority at least 10% in principal amount of the then outstanding Debentures Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Debentureholder Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, providedthe resignation or removal of the retiring Trustee shall become effective and the successor Trustee shall have all the rights, however, that if powers and duties of the Trustee under this Indenture. The successor Trustee shall fail mail a notice of its appointment to comply with TIA ssHolders. 310(b)(i), only a Debentureholder who has The retiring Trustee shall promptly transfer all property it holds as Trustee to the successor Trustee; provided that all sums owing to the retiring Trustee hereunder have been a bona fide holder paid. Notwithstanding replacement of the Debentures Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 shall continue for at least six months the retiring Trustee’s benefit with respect to expenses and has requested liabilities relating to the Trustee in writing retiring Trustee’s activities prior to comply with such provision may so petition such courtbeing replaced.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount at maturity of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may remove the Trustee by Company Order given at least 30 days prior to the proposed date of removal if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount at maturity of the outstanding Notes may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each DebentureholderHolder. If a No successor Trustee does not take office within 60 days after shall accept its appointment unless at the retiring time of such acceptance such successor Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trusteeshall be qualified and eligible under this Article. If the Trustee fails is no longer eligible under Section 7.10 or shall fail to comply with TIA Section 7.10310(b), any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . If at any time the Trustee shall fail cease to comply be eligible in accordance with TIA ssthe provisions of this Section 7.08, the Trustee shall resign immediately in the manner and with the effect provided in this Section. 310(b)(i), only a Debentureholder who has been a bona fide holder The Company shall give notice of any resignation and any removal of the Debentures for at least six months Trustee and has requested each appointment of a successor Trustee to all Holders. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company's obligation under Section 7.07 shall continue indefinitely for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Securities may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may at any time remove the Trustee Trustee, by Company Order given at least 30 days prior to the date of the proposed removal if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, but only provided all sums owing to the Trustee hereunder have been paid and subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails is no longer eligible under Section 7.10 or shall fail to comply with TIA Section 7.10310(b), any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company’s obligations under Section 7.07 shall continue indefinitely for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSECTION 7.08. The Trustee may resign at any time with respect to the Notes of one or more series by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes of such series may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section is no longer eligible under SECTION 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, with respect to the Notes of one or more series the Company shall promptly appoint a successor Trustee. A Trustee (it being understood that any such successor Trustee shall deliver a written acceptance of its appointment may be appointed with respect to the retiring Notes of one or more or all of such series and at any time there shall be only one Trustee and with respect to the Notes of any particular series). Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes of those series may appoint a successor Trustee to replace the successor Trustee appointed by the Company. Immediately thereafter, If the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07), the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office deliver its written acceptance required by the next succeeding paragraph of this SECTION 7.08 within 60 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may Notes of those series may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after the delivery of such written acceptance, subject to the lien provided in SECTION 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee, (ii) the resignation or removal of the retiring Trustee shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee with respect to the Notes of one or more series shall mail notice of its succession to each Holder of those series. No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. If the Trustee fails with respect to the Notes of any series is no longer eligible under SECTION 7.10 or shall fail to comply with TIA Section 7.10310(b), any Debentureholder Holder of Notes of such series who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . If at any time the Trustee shall fail cease to comply be eligible in accordance with TIA ssthe provisions of this SECTION 7.08, the Trustee shall resign immediately in the manner and with the effect provided in this Section with respect to the Notes of such series. 310(b)(i), only a Debentureholder who has been a bona fide holder The Company shall give notice of any resignation and any removal of the Debentures for at least six months Trustee with respect to the Notes of any series and has requested each appointment of a successor Trustee with respect to the Notes of any series to all Holders of Notes of such series. Each notice shall include the name of the successor Trustee with respect to the Notes of such series and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis SECTION 7.08, the Company's obligation under SECTION 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in aggregate principal amount of the then outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolventinsolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a receiver Custodian or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of actingperforming the services of the Trustee hereunder. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. A ; provided that the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the replace any successor Trustee (subject to the lien provided for in Section 7.07), the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholderappointed by Company. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority at least 10% in principal amount of the then outstanding Debentures Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Debentureholder Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, providedthe resignation or removal of the retiring Trustee shall become effective and the successor Trustee shall have all the rights, however, that if powers and duties of the Trustee under this Indenture. The successor Trustee shall fail mail a notice of its appointment to comply with TIA ssHolders. 310(b)(i), only a Debentureholder who has The retiring Trustee shall promptly transfer all property it holds as Trustee to the successor Trustee; provided that all sums owing to the retiring Trustee hereunder have been a bona fide holder paid. Notwithstanding replacement of the Debentures Trustee pursuant to this Section 7.08, the Company's obligations under Section 7.07 shall continue for at least six months the retiring Trustee's benefit with respect to expenses and has requested liabilities relating to the Trustee in writing retiring Trustee's activities prior to comply with such provision may so petition such courtbeing replaced.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this SectionSection 5.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least thirty days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Outstanding Securities may remove the Trustee at any time, by so notifying written notice to the Trustee and the Company, and may remove the Trustee and, with the prior consent of the Company, appoint a successor Trustee with the Company's consentTrustee. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.105.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed without the concurrent appointment by the Holders of a successor Trustee, if the Trustee resigns, or if a vacancy exists in the office of Trustee for any other reason, the Company shall promptly appoint a successor Trustee. If no successor Trustee has delivered its written acceptance required by the next succeeding paragraph of this Section 5.08 within thirty days after the retiring Trustee delivers notice of its resignation or is removed, or after the occurrence of a vacancy in the office of Trustee for any other reason, the retiring Trustee, the Company or the Holders of a majority in principal amount of the Outstanding Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 5.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.105.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 5.08, the Company’s obligations under Section 5.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the Companycompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may at any time remove the Trustee if: (i) Trustee, by Company Order given at least 30 days prior to the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge date of the Trustee or its propertyproposed removal; or (iv) provided that at such date no Event of Default shall have occurred and be continuing. Except as provided in the Trustee becomes incapable second sentence of acting. If the preceding paragraph, if the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each DebentureholderHolder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removedSubject to Section 6.11, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trustee. If if the Trustee fails to comply with is no longer qualified or eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such court.this Section 7.08, the Company's obligations under Section 7.07 shall continue indefinitely for the benefit of the retiring Trustee. 41

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each DebentureholderHolder. If a No successor Trustee does not take office within 60 days after shall accept its appointment unless at the retiring time of such acceptance such successor Trustee resigns or is removed, the retiring Trustee, the shall be qualified and eligible under this Article. The Company or the Holders shall give notice of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, resignation and any Debentureholder may petition any court of competent jurisdiction for the removal of the Trustee and the each appointment of a successor Trustee, provided, however, that if Trustee to all Holders. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligation under Section 7.07 shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder continue for the benefit of the Debentures for at least six months and has requested retiring Trustee. Upon the Trustee’s resignation or removal, the Company shall promptly pay the Trustee in writing all amounts owed by the Company to comply with such provision may so petition such courtthe Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyIssuer in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the Company's consentconsent of the Issuer. The Company Issuer may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of actingacting pursuant to the requirement of TIA Section 310(b). If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company Issuer shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Holders of a majority in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the CompanyIssuer. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Issuer shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Issuer's obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyIssuer in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Securities may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the Company's consentconsent of the Issuer. The Company Issuer may at any time remove the Trustee Trustee, by Company Order given at least 30 days prior to the date of the proposed removal if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company Issuer shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Holders of a majority in principal amount of the outstanding Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the CompanyIssuer. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Issuer shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Issuer's obligations under Section 7.07 shall continue indefinitely for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes, upon 30 days’ prior written notice to the Trustee, may remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the consent of the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee; provided, however, in the event of bankruptcy or insolvency of the Company, the resigning Trustee shall have the right to appoint a successor Trustee within 10 Business Days after giving its notice of resignation in the event a successor Trustee has not already been appointed and accepted such appointment. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall shall, upon transfer of its charges hereunder, transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each DebentureholderHolder. If a No successor Trustee does not take office within 60 days after shall accept its appointment unless at the retiring time of such acceptance such successor Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trusteeshall be qualified and eligible under this Article. If the Trustee fails is no longer eligible under Section 7.10 or shall fail to comply with TIA Section 7.10310(b), any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . If at any time the Trustee shall fail cease to comply be eligible in accordance with TIA ssthe provisions of this Section 7.08, the Trustee shall resign immediately in the manner and with the effect provided in this Section 7.08. 310(b)(i), only a Debentureholder who has been a bona fide holder The Company shall give notice of any resignation and any removal of the Debentures for at least six months Trustee and has requested each appointment of a successor Trustee to all Holders. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company’s obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may at any time remove the Trustee if: (i) Trustee, by Company Order given at least 30 days prior to the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge date of the Trustee or its property; or (iv) the Trustee becomes incapable of actingproposed removal. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company's obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in aggregate principal amount of the then outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consent. The Company may remove the Trustee if: (i1) the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolventinsolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a receiver Custodian or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of actingperforming the services of the Trustee hereunder. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. A ; provided that the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the replace any successor Trustee (subject to the lien provided for in Section 7.07), the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholderappointed by Company. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority at least 10% in principal amount of the then outstanding Debentures Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Debentureholder Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, providedthe resignation or removal of the retiring Trustee shall become effective and the successor Trustee shall have all the rights, however, that if powers and duties of the Trustee under this Indenture. The successor Trustee shall fail mail a notice of its appointment to comply with TIA ssHolders. 310(b)(i), only a Debentureholder who has The retiring Trustee shall promptly transfer all property it holds as Trustee to the successor Trustee; provided that all sums owing to the retiring Trustee hereunder have been a bona fide holder paid. Notwithstanding replacement of the Debentures Trustee pursuant to this Section 7.08, the Company's obligations under Section 7.07 shall continue for at least six months the retiring Trustee's benefit with respect to expenses and has requested liabilities relating to the Trustee in writing retiring Trustee's activities prior to comply with such provision may so petition such courtbeing replaced.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may at any time remove the Trustee if: (i) Trustee, by Company Order given at least 30 days prior to the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge date of the Trustee or its propertyproposed removal; or (iv) provided that at such date no Event of Default shall have occurred and be continuing. Except as provided in the Trustee becomes incapable second sentence of acting. If the preceding paragraph, if the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. A Within one year after the successor Trustee shall deliver takes office, the Holders of a written acceptance majority in principal amount of its appointment the outstanding Notes may appoint a successor Trustee to replace the retiring successor Trustee and to appointed by the Company. Immediately thereafter, If the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07), the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 60 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. If A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee, (ii) the resignation or removal of the retiring Trustee shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee fails under this Indenture and the Pledge Agreement. A successor Trustee shall mail notice of its succession to comply with each Holder. Subject to Section 6.11, if the Trustee is no longer qualified or eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company's obligations under Section 7.07 shall continue indefinitely for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. The Trustee may resign at any time by so notifying the CompanyIssuer. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee Issuer, the Guarantor and the Company, Trustee in writing and may appoint a successor Trustee with the Company's consentTrustee. The Company may Issuer shall remove the Trustee if: (i) the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reasonreason (the Trustee in such event being referred to herein as the retiring Trustee), the Company Issuer shall promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the CompanyIssuer. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07), Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A The successor Trustee shall mail a notice of its succession to each DebentureholderHolders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7 07. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company Trustee or the Holders of a majority 10% in principal amount of the outstanding Debentures Notes may petition petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, unless the Trustee's duty to resign is stayed as provided in TIA § 310(b), any Debentureholder Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 50 the Guarantor is a party or by which the Issuer or the Guarantor is bound; (iii) the Issuer or the Guarantor has paid or cause to be paid all sums payable under this Indenture and the Notes; and (iv) the Issuer or the Guarantor has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, providedas the case may be, however, that if then the Trustee shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder acknowledge satisfaction and discharge of this Indenture on demand of the Debentures for Issuer (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) at least six months the cost and has requested expense of the Trustee in writing to comply with such provision may so petition such courtIssuer or the Guarantor.

Replacement of Trustee. A resignation or removal of the ---------------------- Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyObligors in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the Company's consentconsent of the Obligors. The Company Obligors may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company Obligors shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Obligors. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Obligors or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Obligors, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the CompanyObligors. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each DebentureholderHolder. If a No successor Trustee does not take office within 60 days after shall accept its appointment unless at the retiring time of such acceptance such successor Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trusteeshall be qualified and eligible under this Article. If the Trustee fails is no longer eligible under Section 7.10 or shall fail to comply with TIA Section 7.10310(b), any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . If at any time the Trustee shall fail cease to comply be eligible in accordance with TIA ssthe provisions of this Section 7.08, the Trustee shall resign immediately in the manner and with the effect provided in this Section. 310(b)(i), only a Debentureholder who has been a bona fide holder The Obligors shall give notice of any resignation and any removal of the Debentures for at least six months Trustee and has requested each appointment of a successor Trustee to all Holders. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Obligors' obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this Section. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of Notes of a majority in principal amount of the then-outstanding Debentures Notes may remove the Trustee by by, with 30 days’ prior notice, so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consentCompany in writing. The Company may remove the Trustee if: (ia) the Trustee fails to comply with Section 7.10; 7.10 hereof, (iib) the Trustee is adjudged a bankrupt or insolvent, or an insolventorder for relief is entered with respect to the Trustee under any Bankruptcy Law; (iiic) a receiver custodian or other public officer takes charge of the Trustee or its property; or (ivd) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then-outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in principal amount of the then-outstanding Notes may petition any court of competent jurisdiction, at the expense of the Company, for the appointment of a successor Trustee. If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07)Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A The successor Trustee shall mail a notice of its succession to each DebentureholderHolders. If a successor Trustee does not take office within 60 days after the The retiring Trustee resigns or is removedshall promptly transfer all property held by it as Trustee to the successor Trustee, provided that all sums owing to the Trustee hereunder have been paid and are subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Debentureholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if the Trustee shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such court.79

Replacement of Trustee. A resignation or removal of the ----------------------- Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.00. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company's obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 5.08. ---- The Trustee may resign at any time by so notifying the CompanyCompany in writing at least thirty days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Outstanding Securities may remove the Trustee at any time, by so notifying written notice to the Trustee and the Company, and may remove the Trustee and, with the prior consent of the Company, appoint a successor Trustee with the Company's consentTrustee. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.105.10; ---- (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed without the concurrent appointment by the Holders of a successor Trustee, if the Trustee resigns, or if a vacancy exists in the office of Trustee for any other reason, the Company shall promptly appoint a successor Trustee. If no successor Trustee has delivered its written acceptance required by the next succeeding paragraph of this Section 5.08 within thirty ---- days after the retiring Trustee delivers notice of its resignation or is removed, or after the occurrence of a vacancy in the office of Trustee for any other reason, the retiring Trustee, the Company or the Holders of a majority in principal amount of the Outstanding Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 5.07, (i) the ---- retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.105.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 5.08, ---- the Company's obligations under Section 5.07 shall continue for the benefit of ---- the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying FelCor LP in writing at least 30 days prior to the Companydate of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the upon 30 days prior written notice to Trustee and the Company, and may appoint a successor Trustee with the Company's consentconsent of FelCor LP. The Company FelCor LP may at any time remove the Trustee if: (i) Trustee, by Company Order given at least 30 days prior to the date of the proposed removal; provided, however, that in the case of bankruptcy of FelCor LP, the Trustee fails will have the right to comply with Section 7.10; (ii) the appoint a successor Trustee is adjudged within 10 Business Days after giving notice of resignation if FelCor LP has not already appointed a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of actingsuccessor Trustee. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company FelCor LP shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by FelCor LP. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after notice is given by FelCor LP or the Trustee, as the case may be, of such resignation or removal, the retiring Trustee, FelCor LP or the Holders of a majority in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the CompanyFelCor LP. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . FelCor LP shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, FelCor LP's obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in aggregate principal amount of the then outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolventinsolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a receiver Custodian or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of actingperforming the services of the Trustee hereunder. Additionally, the Company may remove the Trustee without cause and appoint a successor if it gives written notice to the Trustee of such removal at least three months in advance of the effective date of such removal. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. A ; provided that the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the replace any successor Trustee (subject to the lien provided for in Section 7.07), the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholderappointed by Company. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority at least 10% in principal amount of the then outstanding Debentures Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Debentureholder Holder who has been a bona fide Holder for at least six months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, providedthe resignation or removal of the retiring Trustee shall become effective and the successor Trustee shall have all the rights, however, that if powers and duties of the Trustee under this Indenture. The successor Trustee shall fail mail a notice of its appointment to comply with TIA ssHolders. 310(b)(i), only a Debentureholder who has The retiring Trustee shall promptly transfer all property it holds as Trustee to the successor Trustee; provided that all sums owing to the retiring Trustee hereunder have been a bona fide holder paid. Notwithstanding replacement of the Debentures Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 shall continue for at least six months the retiring Trustee’s benefit with respect to expenses and has requested liabilities relating to the Trustee in writing retiring Trustee’s activities prior to comply with such provision may so petition such courtbeing replaced.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this Section. The Trustee may resign without assigning any reason and without being responsible for any costs, charges and expenses occasioned by so notifying such retirement, and be discharged from the Companytrust hereby created in writing at any time upon 30 days’ prior notice to the Company . The Holders of a majority holding more than two-thirds in aggregate principal amount of the then outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee Company in writing with the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of actingat least 45 days advance notice. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reasonreason (the Trustee in such event being referred to herein as the retiring Trustee), the Company Holders of a majority in principal amount of the then outstanding Notes shall promptly appoint a successor Trustee. If a successor Trustee does not take office within 20 days after the retiring Trustee has served its notice to retire, the retiring Trustee may appoint a successor Trustee, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07)Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A The successor Trustee shall mail a notice of its succession to each DebentureholderHolders. If a successor Trustee does not take office within 60 days after Subject to the Lien provided for in Section 7.07 hereof, the retiring Trustee resigns or is removed, shall promptly transfer all property held by it as Trustee to the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Debentureholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, ; provided, however, that if all sums owing to the Trustee hereunder shall fail to comply with TIA sshave been paid. 310(b)(i), only a Debentureholder who has been a bona fide holder Notwithstanding replacement of the Debentures Trustee pursuant to this Section, the Company’s obligations under Section 7.07 hereof shall continue for at least six months the benefit of the retiring Trustee. In the case of an appointment hereunder of a separate or successor Trustee with respect to the Notes, the Company, the Guarantors, any retiring Trustee and has requested each successor or separate Trustee with respect to the Notes shall execute and deliver a supplemental indenture hereto (1) which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of any retiring Trustee with respect to the Notes as to which any such retiring Trustee is not retiring shall continue to be vested in writing such retiring Trustee and (2) that shall add to comply with or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such provision may so petition supplemental indenture shall constitute such courtTrustee co-trustees of the same trust and that each such separate, retiring or successor Trustee shall be Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any such other Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time with respect to the Notes by so notifying the CompanyIssuer in writing and the Issuer at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the Company's consentconsent of the Issuer. The Company Issuer may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, with respect to the Company Notes the Issuer shall promptly appoint a successor Trustee (it being understood that any such successor Trustee may be appointed with respect to the Notes and at any time there shall be only one Trustee with respect to the Notes). Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the CompanyIssuer. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee with respect to the Notes shall mail notice of its succession to each DebentureholderHolder. If a No successor Trustee does not take office within 60 days after shall accept its appointment unless at the retiring time of such acceptance such successor Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trusteeshall be qualified and eligible under this Article. If the Trustee fails with respect to the Notes is no longer eligible under Section 7.10 or shall fail to comply with TIA Section 7.10310(b), any Debentureholder Holder of Notes who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . If at any time the Trustee shall fail cease to comply be eligible in accordance with TIA ssthe provisions of this Section 7.08, the Trustee shall resign immediately in the manner and with the effect provided in this Section with respect to the Notes. 310(b)(i), only a Debentureholder who has been a bona fide holder The Issuer shall give notice of any resignation and any removal of the Debentures for at least six months Trustee with respect to the Notes and has requested each appointment of a successor Trustee with respect to the Notes to all Holders of Notes. Each notice shall include the name of the successor Trustee with respect to the Notes and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Issuer’s obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal ---------------------- of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount at maturity of the outstanding Debentures Securities may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may at any time remove the Trustee if: (i) Trustee, by Company Order given at least 30 days prior to the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge date of the Trustee or its property; or (iv) the Trustee becomes incapable of actingproposed removal. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount at maturity of the outstanding Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount at maturity of the outstanding Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company's obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign and be discharged from the trust hereby created by so notifying the CompanyParent in writing. The Holders of a majority in aggregate principal amount of the then outstanding Exchange Debentures may remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consentParent in writing. The Company Parent may remove the Trustee if: (i) the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolventinsolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a receiver Custodian or other public officer takes charge of the Trustee or its property; property or (iv) the Trustee becomes incapable of actingperforming the services of the Trustee hereunder. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company Parent shall promptly appoint a successor Trustee. A , provided that within one year after such appointment the Holders of a majority in aggregate principal amount of the then outstanding Exchange Debentures may appoint a successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the replace any successor Trustee (subject to the lien provided for in Section 7.07), the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholderappointed by Parent. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company Parent or the Holders of a majority at least 10% in principal amount of the then outstanding Exchange Debentures may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Debentureholder Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to Parent. Thereupon, providedthe resignation or removal of the retiring Trustee shall become effective and the successor Trustee shall have all the rights, however, that if powers and duties of the Trustee under this Indenture. The successor Trustee shall fail mail a notice of its appointment to comply with TIA ssHolders. 310(b)(i)The retiring Trustee shall promptly transfer all property it holds as Trustee to the successor Trustee, only a Debentureholder who has subject to its rights under Section 7.07 and provided that all sums owing to the retiring Trustee hereunder have been a bona fide holder paid. Notwithstanding replacement of the Debentures Trustee pursuant to this Section 7.08, Parent's obligations under Section 7.07 shall continue for at least six months the retiring Trustee's benefit with respect to expenses and has requested liabilities relating to the Trustee in writing retiring Trustee's activities prior to comply with such provision may so petition such courtbeing replaced.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. The Trustee may resign by so notifying the Company. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consent, by so notifying the Company and the Trustee. The Company may remove the Trustee if: (i1) the Trustee fails to comply with Section 7.10; (ii2) the Trustee is adjudged a bankrupt or an insolvent; (iii3) a receiver or other public officer takes charge of the Trustee or its property; or (iv4) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall notify each Holder of such event and shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (Trustee, subject to the lien provided for in Section 7.07), the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession appointment to each DebentureholderHolder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority at least 10% in aggregate principal amount of the outstanding Debentures Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Debentureholder Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . Notwithstanding any resignation or replacement of the Trustee pursuant to this Section 7.08, the Company's obligations under Section 7.07 shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder continue for the benefit of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such courtretiring Trustee. Section 7.09.

Replacement of Trustee. (a) A resignation or removal of the Trustee and the appointment of a successor Trustee shall will become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this SectionSection 7.08. (b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in aggregate principal amount of the then outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consentCompany in writing at least 30 days prior to such removal. The Company may remove the Trustee if: (i1) the Trustee fails to comply with Section 7.107.10 hereof; (ii2) the Trustee is adjudged a bankrupt or an insolventinsolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a receiver custodian or other public officer takes charge of the Trustee or its property; or (iv4) the Trustee becomes incapable of acting. (c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall will promptly appoint a successor Trustee. A Within one year after the successor Trustee shall deliver takes office, the Holders of a written acceptance majority in aggregate principal amount of its appointment the then outstanding Notes may appoint a successor Trustee to replace the retiring successor Trustee and to appointed by the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07), the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company Company, or the Holders of a majority at least 10% in aggregate principal amount of the then outstanding Debentures Notes may petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee at the expense of the Company. (e) If the Trustee Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.107.10 hereof, any Debentureholder such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, providedthe resignation or removal of the retiring Trustee will become effective, howeverand the successor Trustee will have all the rights, that if powers and duties of the Trustee shall fail to comply with TIA ssunder this Indenture. 310(b)(i), only The successor Trustee will deliver (including by electronic means) a Debentureholder who has been a bona fide holder notice of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such court.its succession to

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Securities may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may at any time remove the Trustee Trustee, by Company Order given at least 30 days prior to the date of the proposed removal if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company's obligations under Section 7.07 shall continue indefinitely for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time upon 30 days’ notice by so notifying the CompanyCompany in writing. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. A Within one year after the successor Trustee shall deliver takes office, the Holders of a written acceptance majority in principal amount of its appointment the outstanding Notes may appoint a successor Trustee to replace the retiring successor Trustee and to appointed by the Company. Immediately thereafter, If the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07), the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 60 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may Notes, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee, (ii) the resignation or removal of the retiring Trustee shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail or send notice of its succession to each Holder. No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. If the Trustee fails is no longer eligible under Section 7.10 or shall fail to comply with TIA Section 7.10310(b), any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . If at any time the Trustee shall fail cease to comply be eligible in accordance with TIA ssthe provisions of this Section 7.08, the Trustee shall resign immediately in the manner and with the effect provided in this Section 7.08. 310(b)(i), only a Debentureholder who has been a bona fide holder The Company or successor Trustee shall give notice of any resignation and any removal of the Debentures for at least six months Trustee and has requested each appointment of a successor Trustee to all Holders. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company’s obligation under Section 7.07 shall continue for the benefit of the retiring Trustee. Upon the Trustee’s resignation or removal, the Company shall promptly pay the Trustee all amounts owed by the Company to the Trustee.

Replacement of Trustee. A resignation or removal of the -------------------------- Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each DebentureholderHolder. If a No successor Trustee does not take office within 60 days after shall accept its appointment unless at the retiring time of such acceptance such successor Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trusteeshall be qualified and eligible under this Article. If the Trustee fails is no longer eligible under Section 7.10 or shall fail to comply with TIA Section 7.10310(b), any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . If at any time the Trustee shall fail cease to comply be eligible in accordance with TIA ssthe provisions of this Section 7.08, the Trustee shall resign immediately in the manner and with the effect provided in this Section. 310(b)(i), only a Debentureholder who has been a bona fide holder The Company shall give notice of any resignation and any removal of the Debentures for at least six months Trustee and has requested each appointment of a successor Trustee to all Holders. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company's obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of ---------------------- the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. A Within one year after the successor Trustee shall deliver takes office, the Holders of a written acceptance majority in principal amount of its appointment the outstanding Debentures may appoint a successor Trustee to replace the retiring successor Trustee and to appointed by the Company. Immediately thereafter, If the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07), the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 60 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee, (ii) the resignation or removal of the retiring Trustee shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Holder. If the Trustee fails to comply with is no longer eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company's obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. (a) A resignation or removal of the Trustee and the appointment of a successor Trustee shall will become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this SectionSection 7.08. (b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the CompanyIssuer. The Holders of a majority in aggregate principal amount of the then outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consentIssuer in writing. The Company Issuer may remove the Trustee if: (i1) the Trustee fails to comply with Section 7.107.10 hereof; (ii2) the Trustee is adjudged a bankrupt or an insolventinsolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a receiver custodian or other public officer takes charge of the Trustee or its property; or (iv4) the Trustee becomes incapable of acting. (c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall Issuer will promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to Within one year after the successor Trustee (subject to the lien provided for in Section 7.07)takes office, the resignation or removal Holders of a majority in aggregate principal amount of the retiring then outstanding Notes may appoint a successor Trustee shall become effective, and to replace the successor Trustee shall have all appointed by the rights, powers and duties of the Trustee under this IndentureIssuer. A successor Trustee shall mail notice of its succession to each Debentureholder. (d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company Issuer, or the Holders of a majority at least 10% in aggregate principal amount of the then outstanding Debentures Notes may at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Trustee. (e) If the Trustee Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.107.10 hereof, any Debentureholder such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 71 (f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, providedthe resignation or removal of the retiring Trustee will become effective, howeverand the successor Trustee will have all the rights, that if powers and duties of the Trustee shall fail under this Indenture. The successor Trustee will send a notice of its succession to comply with TIA ssHolders. 310(b)(i), only a Debentureholder who has The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided that all sums owing to the Trustee hereunder have been a bona fide holder paid and subject to the lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Debentures Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof will continue for at least six months and has requested the Trustee in writing to comply with such provision may so petition such courtbenefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 5.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least thirty days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Outstanding Notes may remove the Trustee at any time, by so notifying written notice to the Trustee and the Company, and may remove the Trustee and, with the prior consent of the Company, appoint a successor Trustee with the Company's consentTrustee. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.105.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed without the concurrent appointment by the Holders of a successor Trustee, if the Trustee resigns, or if a vacancy exists in the office of Trustee for any other reason, the Company shall promptly appoint a successor Trustee. If no successor Trustee has delivered its written acceptance required by the next succeeding paragraph of this Section 5.08 within thirty days after the retiring Trustee delivers notice of its resignation or is removed, or after the occurrence of a vacancy in the office of Trustee for any other reason, the retiring Trustee, the Company or the Holders of a majority in principal amount of the Outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 5.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.105.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 5.08, the Company's obligations under Section 5.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may at any time remove the Trustee if: (i) Trustee, by Company Order given at least 30 days prior to the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge date of the Trustee or its propertyproposed removal; or (iv) the Trustee becomes incapable PROVIDED, that at such date no Event of actingDefault shall have occurred and be continuing. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company's obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the CompanyCompany (with a copy to the agent under the Senior Credit Facility). The Holders of Notes of a majority in principal amount of the then outstanding Debentures Notes may remove the Trustee by 48 55 so notifying the Trustee and the Company, and may appoint Company in writing (with a successor Trustee with copy to the Company's consentagent under the Senior Credit Facility). The Company may remove the Trustee if: (ia) the Trustee fails to comply with Section 7.107.10 hereof; (iib) the Trustee is adjudged a bankrupt or an insolventinsolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iiic) a receiver custodian or other public officer takes charge of the Trustee or its property; or (ivd) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of Notes of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee, after written request by any Holder of a Note who has been a Holder of a Note for at least six months, fails to comply with Section 7.10, such Holder of a Note may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee Company (with a copy to the successor Trustee (subject to agent under the lien provided for in Section 7.07Senior Credit Facility). Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A The successor Trustee shall mail a notice of its succession to each DebentureholderHolders of the Notes (with a copy to the agent under the Senior Credit Facility). If a successor Trustee does not take office within 60 days after the The retiring Trustee resigns or is removedshall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company's obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Debentureholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if the Trustee shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such courtSECTION 7.09.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this SectionSection 7.08. The Trustee for the Securities of any series may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Securities of any series may at any time remove the Trustee for the Securities of such series by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consentTrustee. The Company may remove the Trustee for the Securities of any series if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee for the Securities of any series resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall upon payment of its charges transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each DebentureholderHolder of Securities of the affected series. If a No successor Trustee does not take office within 60 days after shall accept its appointment unless at the retiring time of such acceptance such successor Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trusteeshall be qualified and eligible under this Article Seven. If the Trustee fails for the Securities of any series is no longer eligible under Section 7.10 or shall fail to comply with TIA Section 7.10310(b), any Debentureholder Holder of Securities of such series who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. If at any time the Trustee for the Securities of any series shall cease to be eligible in accordance with the provisions of this Section 7.08, provided, however, that if the Trustee shall fail to comply resign immediately in the manner and with TIA ssthe effect provided in this Section 7.08. 310(b)(i), only a Debentureholder who has been a bona fide holder The Company shall give notice of any resignation and any removal of the Debentures Trustee for at least six months the Securities of any series and has requested each appointment of a successor Trustee to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company’s obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount Accreted Value of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may remove the Trustee if: (ia) the Trustee fails to comply with Section 7.10; (iib) the Trustee is adjudged a bankrupt or an insolventinsolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iiic) a receiver or other public officer takes charge of the Trustee or its property; or (ivd) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly notify each Holder of such event and appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in Accreted Value of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next sentence of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least 10% in Accreted Value of the outstanding Notes may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the Lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give prompt notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company’s obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign and be discharged from the trust hereby created by so notifying the CompanyCompany in writing. The Holders of a majority in aggregate principal amount of the then outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consentCompany in writing. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolventinsolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a receiver Custodian or other public officer takes charge of the Trustee or its property; property or (iv) the Trustee becomes incapable of actingperforming the services of the Trustee hereunder. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. A , provided that within one year after such appointment the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee shall deliver a written acceptance of its appointment to the retiring replace any successor Trustee and to appointed by the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07), the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority at least 10% in principal amount of the then outstanding Debentures Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Debentureholder Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, providedthe resignation or removal of the retiring Trustee shall become effective and the successor Trustee shall have all the rights, however, that if powers and duties of the Trustee under this Indenture. The successor Trustee shall fail mail a notice of its appointment to comply with TIA ssHolders. 310(b)(i)The retiring Trustee shall promptly transfer all property it holds as Trustee to the successor Trustee, only a Debentureholder who has subject to its rights under Section 7.07 and provided that all sums owing to the retiring Trustee hereunder have been a bona fide holder paid. Notwithstanding replacement of the Debentures Trustee pursuant to this Section 7.08, the Company's obligations under Section 7.07 shall continue for at least six months the retiring Trustee's benefit with respect to expenses and has requested liabilities relating to the Trustee in writing retiring Trustee's activities prior to comply with such provision may so petition such courtbeing replaced.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount at maturity of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may at any time remove the Trustee if: (i) Trustee, by Company Order given at least 30 days prior to the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge date of the Trustee or its propertyproposed removal; or (iv) the Trustee becomes incapable PROVIDED, that at such date no Event of actingDefault shall have occurred and be continuing. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount at maturity of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount at maturity of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company's obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of Notes of a majority in principal amount of the then outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consentCompany in writing. The Company may remove the Trustee if: (ia) the Trustee fails to comply with Section 7.107.10 hereof; (iib) the Trustee is adjudged a bankrupt or an insolventinsolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iiic) a custodian, receiver or other public officer takes charge of the Trustee or its propertyproperty for the purpose of rehabilitation, conversation or liquidation; or (ivd) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the date on which the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If a successor Trustee does not take office within 30 days after the retiring Trusxxx xxxigns or is removed, the retiring Trustee, the Company, or the Holders of Notes of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee, after written request by any Holder of a Note who has been a bona fide holder of a Note or Notes for at least six months, fails to comply with Section 7.10, such Holder of a Note may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07)Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee The Company shall mail a notice of its the Trustee's succession to each DebentureholderHolder of the Notes. If a successor Trustee does not take office within 60 days after the The retiring Trustee resigns or is removedshall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.7 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company's obligations under Section 7.7 hereof shall continue for the benefit of the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Debentureholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if the Trustee shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such courtSECTION 7.9.

Replacement of Trustee. A resignation The Holder or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. The Trustee may resign by so notifying the Company. The Holders of a majority in principal amount of the outstanding Debentures Securities may remove the Trustee by so notifying the Trustee Company and the Company, Trustee in writing and may appoint a successor Trustee with the Company's consentTrustee. The Company may remove the Trustee if: (i1) the Trustee fails to comply with Section 7.108.1(d) or 8.10; (ii2) the Trustee is adjudged a bankrupt or an insolvent; (iii3) a receiver receiver, Custodian, or other public officer takes charge of the Trustee or its property; or (iv4) the Trustee becomes incapable of acting. The Trustee may resign by so notifying the Company in writing. If the Trustee resigns resigns, or is removed by the Company, or if a vacancy exists in the office of Trustee for any reasonreason other than removal by the Holders, the Company shall promptly appoint a successor Trustee. Within six (6) months after the successor Trustee takes office, the Holder or Holders of a majority in principal amount of the Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter that and provided that all sums owing to the Trustee provided for in Section 8.7 have been paid, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (Trustee, subject to the lien provided for in Section 7.07)8.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each DebentureholderHolder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holder or Holders of a majority at least 10% in principal amount of the outstanding Debentures Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.108.10, any Debentureholder Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . Notwithstanding replacement of the Trustee pursuant to this Section 8.8, the Company's obligations under Section 8.7 shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder continue for the benefit of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such courtretiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Securities may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may at any time remove the Trustee Trustee, by Company Order given at least 30 days prior to the date of the proposed removal if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, 70 63 subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company's obligations under Section 7.07 shall continue indefinitely for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. The Trustee may resign by so notifying the Company; provided, however, no such resignation shall be effective until a successor Trustee has accepted its appointment pursuant to this Section 7.08. The Holders of a majority in principal amount aggregate Principal Amount of the Securities at the time outstanding Debentures may remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consent. The Company may shall remove the Trustee if: (i) the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Company shall promptly appoint appoint, by resolution of its Board of Directors, a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafter, Company satisfactory in form and substance to the retiring Trustee shall transfer all property held by it as Trustee to and the successor Trustee (subject to the lien provided for in Section 7.07), Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A The successor Trustee shall mail a notice of its succession to each DebentureholderSecurityholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. If a successor Trustee does not take office within 60 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount aggregate Principal Amount of the Securities at the time outstanding Debentures may petition any court of competent jurisdiction at the expense of the Company for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Debentureholder Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if the Trustee shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such court.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ' s acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company' s obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal The Trustee may resign and be discharged of the Trustee duties and obligations created by this Agreement by notifying the Borrower, the Paying Agent, the Bank and the Remarketing Agent; provided, however, that no such resignation shall become effective until the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment , as provided in this Sectionhereinafter provided. The Trustee may resign by so notifying the Company. The Holders holders of not less than a majority in principal amount of the outstanding Debentures Series A Notes may remove the Trustee by so notifying the removed Trustee and the Company, and may appoint a successor Trustee with the CompanyBorrower's, the Bank's, the Paying Agent's and the Remarketing Agent's prior written consent; provided, however, that no such removal shall become effective until the appointment of a successor Trustee, as hereinafter provided. The Company Except upon the occurrence and during the continuance of an Event of Default hereunder, the Borrower may remove the Trustee if: Trustee, but (iexcept to the extent otherwise provided herein) only after obtaining the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge prior written consent of the Trustee or its propertyBank and giving written notice thereof to the Paying Agent, the Remarketing Agent and the Bank by first-class mail, postage prepaid; or (iv) provided, however, that no such removal shall become effective until the Trustee becomes incapable appointment of actinga successor Trustee, as hereinafter provided. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company Borrower, with the prior written consent of the Paying Agent, the Bank and the Remarketing Agent shall promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the CompanyBorrower, the Paying Agent, the Bank and the Remarketing Agent. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07)Trustee, the resignation or removal of the retiring Trustee shall then (but only then) become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this IndentureAgreement. A The successor Trustee shall mail notice notify the holders of the Series A Notes of its succession to each Debentureholderacceptance of the duties and obligations hereunder in writing by first-class mail promptly following such acceptance. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company Borrower, the Paying Agent, the Bank or the Holders holders of a majority in principal amount of the outstanding Debentures Series A Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.108.07, any Debentureholder Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if the Trustee shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such court.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may at any time remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consentTrustee. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the CompanyCompany and the Parent Guarantor. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each DebentureholderHolder. If a No successor Trustee does not take office within 60 days after shall accept its appointment unless at the retiring time of such acceptance such successor Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trusteeshall be qualified and eligible under this Article. If the Trustee fails is no longer eligible under Section 7.10 or shall fail to comply with TIA Section 7.10310(b), any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . If at any time the Trustee shall fail cease to comply be eligible in accordance with TIA ssthe provisions of this Section 7.08, the Trustee shall resign immediately in the manner and with the effect provided in this Section. 310(b)(i), only a Debentureholder who has been a bona fide holder The Company shall give notice of any resignation and any removal of the Debentures for at least six months Trustee and has requested each appointment of a successor Trustee to all Holders. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company’s obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. The Trustee may resign by so notifying the Company; provided, however, no such resignation shall be effective until a successor Trustee has accepted its appointment pursuant to this Section 7.08. The Holders of a majority in principal amount aggregate Principal Amount of the Securities at the time outstanding Debentures may remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consent. The Company may shall remove the Trustee if: (i) 38 the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint appoint, by resolution of its Board of Directors, a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafter, Company satisfactory in form and substance to the retiring Trustee shall transfer all property held by it as Trustee to and the successor Trustee (subject to the lien provided for in Section 7.07), Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A The successor Trustee shall mail a notice of its succession to each DebentureholderSecurityholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. If a successor Trustee does not take office within 60 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount aggregate Principal Amount of the Securities at the time outstanding Debentures may petition any court of competent jurisdiction at the expense of the Company for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Debentureholder Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if the Trustee shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such court.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. The Trustee may resign by so notifying the CompanyCompany in writing. The Holder or Holders of a majority in aggregate principal amount of the outstanding Debentures Securities may remove the Trustee by so notifying the Trustee Company and the Company, Trustee in writing and may appoint a successor Trustee trustee with the Company's consent. The Company may remove the Trustee if: (ia) the Trustee fails to comply with Section 7.108.10; (iib) the Trustee is adjudged a bankrupt or an insolvent; (iiic) a receiver receiver, Custodian, or other public officer takes charge of the Trustee or its property; or (ivd) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holder or Holders of a majority in aggregate principal amount of the Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter that and provided that all sums owing to the retiring Trustee provided for in Section 8.7 have been paid, the retiring Trustee shall transfer all property held by it as Trustee trustee to the successor Trustee (Trustee, subject to the lien provided for in Section 7.07)8.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each DebentureholderHolder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holder or Holders of a majority at least 10% in aggregate principal amount of the outstanding Debentures Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.108.10, any Debentureholder Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . Notwithstanding replacement of the Trustee pursuant to this Section 8.8, the Company's obligations under Section 8.7 shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder continue for the benefit of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such court.retiring Trustee. 35

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. The Trustee may resign at any time by so notifying the Company. The Holders of a majority in principal amount of the outstanding Debentures Securities may remove the Trustee by so notifying the Trustee Company and the Company, Trustee in writing and may appoint a successor Trustee with the Company's consentTrustee. The Company may shall remove the Trustee if: (i) the Trustee fails to comply with Section 7.107.9; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Company or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reasonreason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07), Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A The successor Trustee shall mail a notice of its succession to each DebentureholderHolders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.6. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company Trustee or the Holders of a majority at least 10% in principal amount of the outstanding Debentures Securities may petition petition, at the Company’s expense, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.107.9, unless the Trustee’s duty to resign is stayed, any Debentureholder Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . Notwithstanding the replacement of the Trustee pursuant to this Section 7.7, the Company’s and Subsidiary Guarantors’ obligations under Section 7.6 shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder continue for the benefit of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such courtretiring Trustee. SECTION 7.8.

Replacement of Trustee. (a) A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this SectionSection 7.08. (b) The Trustee may resign in writing at any time on thirty (30) days’ prior written notice and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in aggregate principal amount of the then outstanding Debentures Notes may remove the Trustee on thirty (30) days’ prior written notice by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consentCompany in writing. The Company may remove the Trustee if: (i1) the Trustee fails to comply with Section 7.107.10 hereof; (ii2) the Trustee is adjudged a bankrupt or an insolventinsolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a receiver custodian or other public officer takes charge of the Trustee or its property; or (iv4) the Trustee becomes incapable of acting. (c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. (d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee at the expense of the Company, the Company, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. (e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (f) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07)Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A The successor Trustee shall mail send a notice of its succession to each DebentureholderHolders. If a successor Trustee does not take office within 60 days after the The retiring Trustee resigns or is removedshall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Debentureholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if the Trustee shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such court.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. The Trustee may resign at any time by so notifying the CompanyCompany in writing not less than 30 days prior to the effective date of such resignation. The Holders of a majority in aggregate principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the removed Trustee and in writing not less than 30 days prior to the Company, effective date of such removal and may appoint a successor Trustee with the Company's ’s written consent, which consent will not be unreasonably withheld. The Company may shall remove the Trustee if: if (ia) the Trustee fails to comply with Section 7.107.11 hereof; (iib) the Trustee is adjudged a bankrupt or an insolvent; (iiic) a receiver or other public officer takes charge of the Trustee or its property; or (ivd) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Company or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reasonreason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07), Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A The successor Trustee shall mail a notice of its succession to each DebentureholderHolders. The retiring Trustee shall, at the expense of the Company, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.06. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company Trustee or the Holders of a majority at least 10.0% in aggregate principal amount of the outstanding Debentures Notes may petition petition, at the Company’s expense, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.107.11, any Debentureholder Holder, who has been a bona fide holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . Notwithstanding the replacement of the Trustee pursuant to this Section 7.09, the Company’s obligations under Section 7.06 shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder continue for the benefit of the Debentures retiring Trustee. The predecessor Trustee shall have no liability for at least six months and has requested the Trustee in writing to comply with such provision may so petition such courtany action or inaction of any successor Trustee.

Replacement of Trustee. A resignation or removal of the ---------------------- Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each DebentureholderHolder. If a No successor Trustee does not take office within 60 days after shall accept its appointment unless at the retiring time of such acceptance such successor Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trusteeshall be qualified and eligible under this Article. If the Trustee fails is no longer eligible under Section 7.10 or shall fail to comply with TIA Section 7.10310(b), any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . If at any time the Trustee shall fail cease to comply be eligible in accordance with TIA ssthe provisions of this Section 7.08, the Trustee shall resign immediately in the manner and with the effect provided in this Section. 310(b)(i), only a Debentureholder who has been a bona fide holder The Company shall give notice of any resignation and any removal of the Debentures for at least six months Trustee and has requested each appointment of a successor Trustee to all Holders. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company's obligation under Section 7.07 shall continue for the benefit of the retiring Trustee. Upon the Trustee's resignation or removal, the Company shall promptly pay the Trustee all amounts owed by the Company to the Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. The Trustee may resign and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in principal amount of the then outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consentCompany in writing. The Company may remove the Trustee if: (i1) the Trustee fails to comply with Section 7.107.10 hereof; (ii2) the Trustee is adjudged a bankrupt or an insolventinsolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a receiver custodian or other public officer takes charge of the Trustee or its property; or (iv4) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company and any other obligor upon the Notes shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least a majority in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10 hereof, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07), Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A The successor Trustee shall mail a notice of its succession to each DebentureholderNoteholder. If a The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee does not take office within 60 days after Trustee, subject to the Lien provided for in Section 7.7, and all duties and obligations of the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trusteehereunder shall cease. If the Trustee fails to comply with Section 7.10, any Debentureholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if the Trustee shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such courtSECTION 7.9.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's ’s acceptance of appointment as provided in this SectionSection 7.06. The Trustee may resign at any time without giving any reason by so notifying the CompanyIssuers. The Holders of a majority in outstanding principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consentIssuers. The Company may Issuers shall remove the Trustee if: (i) the Trustee fails to comply with Section 7.107.09; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.06 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuers or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Issuers, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the CompanyIssuers. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07), Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A The successor Trustee shall mail a notice of its succession to each DebentureholderHolders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided that all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.05. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company Issuers or the Holders of a majority at least 30% in outstanding principal amount of the outstanding Debentures Notes may petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee at the expense of the Issuers. Without prejudice to the right of the Issuers to appoint a successor Trustee in accordance with the provisions of this Indenture, the retiring Trustee may appoint a successor Trustee at any time prior to the date on which a successor Trustee takes office. If the Trustee fails to comply with Section 7.107.09, any Debentureholder Holder who has been a bona fide Holder of a Note for at least six months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . Notwithstanding the replacement of the Trustee pursuant to this Section 7.06, the Issuers’ and the Guarantors’ obligations under Section 7.05 shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder continue for the benefit of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such courtretiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Securities may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may at any time remove the Trustee Trustee, by Company Order given at least 30 days prior to the date of the proposed removal if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. A Within one year after the successor Trustee shall deliver takes office, the Holders of a written acceptance majority in principal amount of its appointment the outstanding Securities may appoint a successor Trustee to replace the retiring successor Trustee and to appointed by the Company. Immediately thereafter, If the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07), the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 60 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Debentureholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if the Trustee shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such court.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in aggregate principal amount of the then outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolventinsolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a receiver Custodian or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of actingperforming the services of the Trustee hereunder. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. A ; provided that the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the replace any successor Trustee (subject to the lien provided for in Section 7.07), the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholderappointed by Company. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority at least 10% in principal amount of the then outstanding Debentures Notes may petition petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Debentureholder Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, providedthe resignation or removal of the retiring Trustee shall become effective and the successor Trustee shall have all the rights, however, that if powers and duties of the Trustee under this Indenture. The successor Trustee shall fail mail a notice of its appointment to comply with TIA ssHolders. 310(b)(i), only a Debentureholder who has The retiring Trustee shall promptly transfer all property it holds as Trustee to the successor Trustee; provided that all sums owing to the retiring Trustee hereunder have been a bona fide holder paid. Notwithstanding replacement of the Debentures Trustee pursuant to this Section 7.08, the Company's obligations under Section 7.07 shall continue for at least six months the retiring Trustee's benefit with respect to expenses and has requested liabilities relating to the Trustee in writing retiring Trustee's activities prior to comply with such provision may so petition such courtbeing replaced.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time with respect to the Notes of one or more series by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes of such series may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, with respect to the Notes of one or more series the Company shall promptly appoint a successor Trustee. A Trustee (it being understood that any such successor Trustee shall deliver a written acceptance of its appointment may be appointed with respect to the retiring Notes of one or more or all of such series and at any time there shall be only one Trustee and with respect to the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07Notes of any particular series), the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a the successor Trustee does not take office deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 60 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may Notes of those series may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee, (ii) the resignation or removal of the retiring Trustee shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee with respect to the Notes of one or more series shall mail notice of its succession to each Holder of those series. No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. If the Trustee fails with respect to the Notes of any series is no longer eligible under Section 7.10 or shall fail to comply with TIA Section 7.10310(b), any Debentureholder Holder of Notes of such series who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . If at any time the Trustee shall fail cease to comply be eligible in accordance with TIA ssthe provisions of this Section 7.08, the Trustee shall resign immediately in the manner and with the effect provided in this Section with respect to the Notes of such series. 310(b)(i), only a Debentureholder who has been a bona fide holder The Company shall give notice of any resignation and any removal of the Debentures for at least six months Trustee with respect to the Notes of any series and has requested each appointment of a successor Trustee with respect to the Notes of any series to all Holders of Notes of such series. Each notice shall include the name of the successor Trustee with respect to the Notes of such series and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company's obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or ---------------------- removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount at maturity of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may at any time remove the Trustee if: (i) Trustee, by Company Order given at least 30 days prior to the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge date of the Trustee or its property; or (iv) the Trustee becomes incapable of actingproposed removal. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount at maturity of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount at maturity of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company's obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 5.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least thirty days prior to the date of the proposed resignation. The At any time, the Holders of a majority in principal amount of the outstanding Debentures may remove the Trustee Outstanding Securities may, by so notifying written notice to the Trustee and the Company, and may remove the Trustee and, with the prior consent of the Company, appoint a successor Trustee with the Company's consentTrustee. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.105.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed without the concurrent appointment by the Holders of a successor Trustee, if the Trustee resigns, or if a vacancy exists in the office of Trustee for any other reason, the Company shall promptly appoint a successor Trustee. If no successor Trustee has delivered its written acceptance required by the next succeeding paragraph of this Section 5.08 within thirty days after the retiring Trustee delivers notice of its resignation or is removed, or after the occurrence of a vacancy in the office of Trustee for any other reason, the retiring Trustee, the Company or the Holders of a majority in principal amount of the Outstanding Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to payment of all amounts due and owing to the Trustee under Section 5.07 and its lien provided in Section 5.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.105.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 5.08, the Company's obligations under Section 5.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. The Trustee may resign at any time by so notifying written notice to the Company. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying written notice to the Trustee. If the Trustee is no longer eligible under Section 7.10 or in the circumstances described in Trust Indenture Act Section 310(b), any Holder that satisfies the requirements of Trust Indenture Act Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the Company, and may appoint appointment of a successor Trustee with the Company's consentTrustee. The Company may remove the Trustee if: (iA) the Trustee fails to comply with is no longer eligible under Section 7.10; (iiB) the Trustee is adjudged a bankrupt or an insolvent; (iiiC) a receiver or other public officer takes charge of the Trustee or its property; or (ivD) the Trustee becomes incapable of acting. A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Xxxxxxx's acceptance of appointment as provided in this Section. If the Trustee has been removed by the Holders, Holders of a majority in principal amount of the Notes may appoint a successor Trustee with the consent of the Company. Otherwise, if the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall will promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to If the retiring Trustee and to the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07), the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office deliver its written acceptance within 60 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. If Upon delivery by the successor Trustee of a written acceptance of its appointment to the retiring Trustee and to the Company, (i) the retiring Trustee will transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07(c), (ii) the resignation or removal of the retiring Trustee will become effective, and (iii) the successor Trustee will have all the rights, powers and duties of the Trustee fails under the Indenture. Upon request of any successor Trustee, the Company will execute any and all reasonable instruments for fully and vesting in and confirming to comply with Section 7.10the successor Trustee all such rights, powers and trusts. The Company will give notice of any Debentureholder may petition resignation and any court of competent jurisdiction for the removal of the Trustee and the each appointment of a successor TrusteeTrustee to all Holders, provided, however, that if and include in the notice the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee shall fail pursuant to comply with TIA ss. 310(b)(i)this Section, only a Debentureholder who has been a bona fide holder the Company's obligations under Section 7.07 will continue for the benefit of the Debentures retiring Trustee. The Trustee agrees to give the notices provided for at least six months in, and has requested the Trustee in writing to otherwise comply with such provision may so petition such courtwith, Trust Indenture Act Section 310(b).

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the CompanyCompany at least 30 days prior to the date of proposed resignation. The Holders of a majority in principal amount of the then outstanding Debentures may remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consentCompany in writing. The Company may remove the Trustee if: (i) at any time by written notice given at least 30 days prior to the Trustee fails to comply with Section 7.10date of proposed removal; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge provided that at such date no Event of the Trustee or its property; or (iv) the Trustee becomes incapable of actingDefault shall have occurred and be continuing. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Debentures may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least a majority in principal amount of the then outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07)Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A The successor Trustee shall mail a notice of its succession to each DebentureholderHolders. If a successor Trustee does not take office within 60 days after the The retiring Trustee resigns or is removedshall promptly transfer all property held by it as Trustee to the successor Trustee, PROVIDED all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company's obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Debentureholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if the Trustee shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such court.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of Notes of a majority in principal amount of the then outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, and may appoint a successor Trustee with the Company's consentCompany in writing. The Company may remove the Trustee if: (ia) the Trustee fails to comply with Section 7.107.10 hereof; (iib) the Trustee is adjudged a bankrupt or an insolventinsolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iiic) a receiver custodian or other public officer takes charge of the Trustee or its property; or (ivd) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of Notes of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee, at the expense of the Company. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.07)Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A The successor Trustee shall mail a notice of its succession to each DebentureholderHolders of the Notes. If a successor Trustee does not take office within 60 days after the The retiring Trustee resigns or is removedshall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company's obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Debentureholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if the Trustee shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such court.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 5.08. ---- The Trustee may resign at any time by so notifying the CompanyCompany in writing at least thirty days prior to the date of the proposed resignation. The Holders of a majority in aggregate principal amount of the outstanding Debentures Outstanding Securities may remove the Trustee at any time, by so notifying written notice to the Trustee and the Company, remove the Trustee and may appoint a successor Trustee with the prior consent of the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.105.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a ---- receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed without the concurrent appointment by the Holders of a successor Trustee, if the Trustee resigns, or if a vacancy exists in the office of Trustee for any other reason, the Company shall promptly appoint a successor Trustee. If no successor Trustee has delivered its written acceptance required by the next succeeding paragraph of this Section 5.08 within thirty ---- days after the retiring Trustee delivers notice of its resignation or is removed, or after the occurrence of a vacancy in the office of Trustee for any other reason, the retiring Trustee, the Company or the Holders of a majority in aggregate principal amount of the Outstanding Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 5.07, (i) the ---- retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with is no longer eligible under Section 7.105.10, any Debentureholder Holder who ---- satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 5.08, ---- the Company's obligations under Section 5.07 shall continue for the benefit of ---- the retiring Trustee.

Replacement of Trustee. A resignation or removal of the ---------------------------- Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each DebentureholderHolder. If a No successor Trustee does not take office within 60 days after shall accept its appointment unless at the retiring time of such acceptance such successor Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trusteeshall be qualified and eligible under this Article. If the Trustee fails is no longer eligible under Section 7.10 or shall fail to comply with TIA Section 7.10310(b), any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . If at any time the Trustee shall fail cease to comply be eligible in accordance with TIA ssthe provisions of this Section 7.08, the Trustee shall resign immediately in the manner and with the effect provided in this Section. 310(b)(i), only a Debentureholder who has been a bona fide holder The Company shall give notice of any resignation and any removal of the Debentures for at least six months Trustee and has requested each appointment of a successor Trustee to all Holders. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, the Company's obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying the CompanyCompany in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Outstanding Notes may remove the Trustee by so notifying the Trustee and the Company, in writing and may appoint a successor Trustee with the consent of the Company's consent. The Company may remove the Trustee if: (i) the Trustee fails to comply with is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the Outstanding Notes may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each DebentureholderHolder. If a No successor Trustee does not take office within 60 days after shall accept its appointment unless at the retiring time of such acceptance such successor Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor Trusteeshall be qualified and eligible under this Article. If the Trustee fails is no longer eligible under Section 7.10 or shall fail to comply with TIA Section 7.10310(b), any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if the Trustee shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder of the Debentures for at least six months and has requested the Trustee in writing to comply with such provision may so petition such court.

Replacement of Trustee. A resignation or removal of the Trustee and the appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this SectionSection 7.08. The Trustee may resign at any time by so notifying FelCor LP in writing at least 30 days prior to the Companydate of the proposed resignation. The Holders of a majority in principal amount of the outstanding Debentures Notes may remove the Trustee by so notifying the upon 30 days prior written notice to Trustee and the Company, and may appoint a successor Trustee with the Company's consentconsent of FelCor LP. The Company FelCor LP may at any time remove the Trustee if: (i) Trustee, by Company Order given at least 30 days prior to the date of the proposed removal; provided, however, that in the case of bankruptcy of FelCor LP, the Trustee fails will have the right to comply with Section 7.10; (ii) the appoint a successor Trustee is adjudged within 10 Business Days after giving notice of resignation if FelCor LP has not already appointed a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of actingsuccessor Trustee. If the Trustee resigns or is removed removed, or if a vacancy exists in the office of Trustee for any reason, the Company FelCor LP shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by FelCor LP. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after notice is given by FelCor LP or the Trustee, as the case may be, of such resignation or removal, the retiring Trustee, FelCor LP or the Holders of a majority in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the CompanyFelCor LP. Immediately thereafterafter the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee Trustee, (subject to the lien provided for in Section 7.07), ii) the resignation or removal of the retiring Trustee shall become effective, effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail give notice of its succession to each Debentureholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Debentures may petition any court of competent jurisdiction for the appointment of a successor TrusteeHolder. If the Trustee fails to comply with is no longer eligible under Section 7.10, any Debentureholder Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, provided, however, that if . FelCor LP shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall fail to comply with TIA ss. 310(b)(i), only a Debentureholder who has been a bona fide holder include the name of the Debentures for at least six months successor Trustee and has requested the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee in writing pursuant to comply with such provision may so petition such courtthis Section 7.08, FelCor LP's obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.