TRUSTEE SHALL CEASE TO BE ELIGIBLE IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 6.8 AND SHALL FAIL TO RESIGN AFTER
WRITTEN REQUEST THEREFOR BY THE COMPANY OR BY ANY SUCH SECURITYHOLDER, OR
30
(3)
THE TRUSTEE SHALL BECOME INCAPABLE OF
ACTING, OR SHALL BE ADJUDGED AS BANKRUPT OR INSOLVENT, OR A RECEIVER OF THE
TRUSTEE OR OF ITS PROPERTY SHALL BE APPOINTED, OR ANY PUBLIC OFFICER SHALL TAKE
CHARGE OR CONTROL OF THE TRUSTEE OR OF ITS PROPERTY OR AFFAIRS FOR THE PURPOSE
OF REHABILITATION, CONSERVATION OR LIQUIDATION,
THEN, IN ANY SUCH CASE, THE COMPANY MAY REMOVE THE TRUSTEE AND APPOINT A
SUCCESSOR TRUSTEE BY WRITTEN INSTRUMENT, IN DUPLICATE, EXECUTED BY ORDER OF THE
BOARD OF DIRECTORS, ONE COPY OF WHICH INSTRUMENT SHALL BE DELIVERED TO THE
TRUSTEE SO REMOVED AND ONE COPY TO THE SUCCESSOR TRUSTEE, OR, SUBJECT TO THE
PROVISIONS OF SECTION 5.9, ANY SECURITYHOLDER WHO HAS BEEN A BONA FIDE HOLDER OF
A DEBENTURE OR DEBENTURES FOR AT LEAST 6 MONTHS MAY, ON BEHALF OF HIMSELF AND
ALL OTHERS SIMILARLY SITUATED, PETITION ANY COURT OF COMPETENT JURISDICTION FOR
THE REMOVAL OF THE TRUSTEE AND THE APPOINTMENT OF A SUCCESSOR TRUSTEE. SUCH
COURT MAY THEREUPON, AFTER SUCH NOTICE, IF ANY, AS IT MAY DEEM PROPER AND
PRESCRIBE, REMOVE THE TRUSTEE AND APPOINT SUCCESSOR TRUSTEE.
(C)
UPON PRIOR WRITTEN NOTICE TO THE COMPANY
AND THE TRUSTEE, THE HOLDERS OF A MAJORITY IN AGGREGATE PRINCIPAL AMOUNT OF THE
DEBENTURES AT THE TIME OUTSTANDING MAY AT ANY TIME REMOVE THE TRUSTEE AND
NOMINATE A SUCCESSOR TRUSTEE, WHICH SHALL BE DEEMED APPOINTED AS SUCCESSOR
TRUSTEE UNLESS WITHIN 10 BUSINESS DAYS AFTER SUCH NOMINATION THE COMPANY OBJECTS
THERETO, IN WHICH CASE, OR IN THE CASE OF A FAILURE BY SUCH HOLDERS TO NOMINATE
A SUCCESSOR TRUSTEE, THE TRUSTEE SO REMOVED OR ANY SECURITYHOLDER, UPON THE
TERMS AND CONDITIONS AND OTHERWISE AS IN SUBSECTION (A) OF THIS SECTION 6.9
PROVIDED, MAY PETITION ANY COURT OF COMPETENT JURISDICTION FOR AN APPOINTMENT OF
A SUCCESSOR.
(D)
ANY RESIGNATION OR REMOVAL OF THE TRUSTEE
AND APPOINTMENT OF A SUCCESSOR TRUSTEE PURSUANT TO ANY OF THE PROVISIONS OF THIS
SECTION SHALL BECOME EFFECTIVE UPON ACCEPTANCE OF APPOINTMENT BY THE SUCCESSOR
TRUSTEE AS PROVIDED IN SECTION 6.10.
Section 6.10.
Acceptance by Successor Trustee. Any
successor Trustee appointed as provided in Section 6.9 shall execute,
acknowledge and deliver to the Company and to its predecessor Trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, duties and obligations with respect to the Debentures of
its predecessor hereunder, with like effect as if originally named as Trustee
herein; but, nevertheless, on the written request of the Company or of the
successor Trustee, the Trustee ceasing to act shall, upon payment of any amounts
then due it pursuant to the provisions of Section 6.6, execute and deliver an
instrument transferring to such