AND WITH THE EFFECT SET FORTH IN
SECTION 4.5.
(C)
IF THE INSTITUTIONAL TRUSTEE HAS OR SHALL
ACQUIRE ANY "CONFLICTING INTEREST" WITHIN THE MEANING OF § 310(B) OF THE TRUST
INDENTURE ACT, THE 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.
25
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 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