INSTITUTIONAL TRUSTEE SHALL EITHER ELIMINATE SUCH INTEREST OR RESIGN, TO THE
EXTENT AND IN THE MANNER PROVIDED BY, AND SUBJECT TO THIS DECLARATION.
(D)
THE INITIAL INSTITUTIONAL TRUSTEE SHALL BE WILMINGTON TRUST
COMPANY.
SECTION 4.4.
ADMINISTRATORS.
EACH ADMINISTRATOR SHALL BE A U.S. PERSON.
THERE
SHALL AT ALL TIMES BE AT LEAST ONE ADMINISTRATOR.
EXCEPT WHERE A REQUIREMENT
FOR ACTION BY A SPECIFIC NUMBER OF ADMINISTRATORS IS EXPRESSLY SET FORTH IN THIS
DECLARATION AND EXCEPT WITH RESPECT TO ANY ACTION THE TAKING OF WHICH IS THE
SUBJECT OF A MEETING OF THE ADMINISTRATORS, ANY ACTION REQUIRED OR PERMITTED TO
BE TAKEN BY THE ADMINISTRATORS MAY BE TAKEN BY, AND ANY POWER
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OF THE ADMINISTRATORS MAY BE EXERCISED BY, OR WITH THE CONSENT OF, ANY ONE SUCH
ADMINISTRATOR ACTING ALONE.
SECTION 4.5.
APPOINTMENT, REMOVAL AND RESIGNATION OF THE TRUSTEES AND THE
ADMINISTRATORS.
(A)
NO RESIGNATION OR REMOVAL OF ANY TRUSTEE (THE "RELEVANT TRUSTEE")
AND NO APPOINTMENT OF A SUCCESSOR TRUSTEE PURSUANT TO THIS ARTICLE SHALL BECOME
EFFECTIVE UNTIL THE ACCEPTANCE OF APPOINTMENT BY THE SUCCESSOR TRUSTEE IN
ACCORDANCE WITH THE APPLICABLE REQUIREMENTS OF THIS SECTION.
(B)
SUBJECT TO SECTION 4.5(A), A RELEVANT TRUSTEE MAY RESIGN AT ANY
TIME BY GIVING WRITTEN NOTICE THEREOF TO THE HOLDERS OF THE SECURITIES AND BY
APPOINTING A SUCCESSOR RELEVANT TRUSTEE.
UPON THE RESIGNATION OF THE
INSTITUTIONAL TRUSTEE, THE INSTITUTIONAL TRUSTEE SHALL APPOINT A SUCCESSOR BY
REQUESTING FROM AT LEAST THREE PERSONS MEETING THE ELIGIBILITY REQUIREMENTS
THEIR EXPENSES AND CHARGES TO SERVE AS THE SUCCESSOR INSTITUTIONAL TRUSTEE ON A
FORM PROVIDED BY THE ADMINISTRATORS, AND SELECTING THE PERSON WHO AGREES TO THE
LOWEST EXPENSE AND CHARGES (THE "SUCCESSOR INSTITUTIONAL TRUSTEE").
IF THE
INSTRUMENT OF ACCEPTANCE BY THE SUCCESSOR RELEVANT TRUSTEE REQUIRED BY THIS
SECTION SHALL NOT HAVE BEEN DELIVERED TO THE RELEVANT TRUSTEE WITHIN 60 DAYS
AFTER THE GIVING OF SUCH NOTICE OF RESIGNATION OR DELIVERY OF THE INSTRUMENT OF
REMOVAL, THE RELEVANT TRUSTEE MAY PETITION, AT THE EXPENSE OF THE TRUST, ANY
FEDERAL, STATE OR DISTRICT OF COLUMBIA COURT OF COMPETENT JURISDICTION FOR THE
APPOINTMENT OF A SUCCESSOR RELEVANT TRUSTEE.
SUCH COURT MAY THEREUPON, AFTER
PRESCRIBING SUCH NOTICE, IF ANY, AS IT MAY DEEM PROPER, APPOINT A RELEVANT
TRUSTEE.
THE INSTITUTIONAL TRUSTEE SHALL HAVE NO LIABILITY FOR THE SELECTION OF
SUCH SUCCESSOR PURSUANT TO THIS SECTION.
(C)
UNLESS AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING,
ANY TRUSTEE MAY BE REMOVED AT ANY TIME BY AN ACT OF THE HOLDERS OF A MAJORITY IN
LIQUIDATION AMOUNT OF THE COMMON SECURITIES.
IF ANY TRUSTEE SHALL BE SO
REMOVED, THE HOLDERS OF THE COMMON SECURITIES, BY ACT OF THE HOLDERS OF A
MAJORITY IN LIQUIDATION AMOUNT OF THE COMMON SECURITIES DELIVERED TO THE
RELEVANT TRUSTEE, SHALL PROMPTLY APPOINT A SUCCESSOR RELEVANT TRUSTEE, AND SUCH
SUCCESSOR RELEVANT TRUSTEE SHALL COMPLY WITH THE APPLICABLE REQUIREMENTS OF THIS
SECTION.
IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, THE
INSTITUTIONAL TRUSTEE OR THE DELAWARE TRUSTEE, OR BOTH OF THEM, MAY BE REMOVED
BY THE ACT