PRINCIPAL AMOUNT OF THE OUTSTANDING SECURITIES,
DELIVERED TO THE TRUSTEE AND THE COMPANY.
(D)
IF THE TRUSTEE SHALL RESIGN, BE REMOVED OR BECOME INCAPABLE OF
ACTING, OR IF A VACANCY SHALL OCCUR IN THE OFFICE OF TRUSTEE FOR ANY REASON, THE
HOLDERS OF THE OUTSTANDING SECURITIES SHALL PROMPTLY APPOINT A SUCCESSOR
TRUSTEE, AND SUCH SUCCESSOR TRUSTEE AND THE RETIRING TRUSTEE SHALL COMPLY WITH
THE APPLICABLE REQUIREMENTS OF SECTION 6.8.
IF NO SUCCESSOR TRUSTEE SHALL HAVE
BEEN SO APPOINTED BY THE HOLDERS AND ACCEPTED APPOINTMENT WITHIN SIXTY (60) DAYS
AFTER THE GIVING OF A NOTICE OF RESIGNATION BY THE TRUSTEE OR THE REMOVAL OF THE
TRUSTEE IN THE MANNER REQUIRED BY SECTION 6.8, ANY HOLDER WHO HAS BEEN A BONA
FIDE HOLDER OF A SECURITY FOR AT LEAST SIX MONTHS (OR, IF THE SECURITIES HAVE
BEEN OUTSTANDING FOR LESS THAN SIX (6) MONTHS, THE ENTIRE PERIOD OF SUCH LESSER
TIME) MAY, ON BEHALF OF SUCH HOLDER AND ALL OTHERS SIMILARLY SITUATED, AND ANY
RESIGNING TRUSTEE MAY, AT THE EXPENSE OF THE COMPANY, PETITION ANY COURT OF
COMPETENT JURISDICTION FOR THE APPOINTMENT OF A SUCCESSOR TRUSTEE.
SECTION 6.8
Acceptance of Appointment by Successor.
(A)
IN CASE OF THE APPOINTMENT HEREUNDER OF A SUCCESSOR TRUSTEE, EACH
SUCCESSOR TRUSTEE SO APPOINTED SHALL EXECUTE, ACKNOWLEDGE AND DELIVER TO THE
COMPANY AND TO THE RETIRING TRUSTEE AN INSTRUMENT ACCEPTING SUCH APPOINTMENT,
AND THEREUPON THE RESIGNATION OR REMOVAL OF THE RETIRING TRUSTEE SHALL BECOME
EFFECTIVE AND SUCH SUCCESSOR TRUSTEE, WITHOUT ANY FURTHER ACT, DEED OR
CONVEYANCE, SHALL BECOME VESTED WITH ALL THE RIGHTS, POWERS, TRUSTS AND DUTIES
OF THE RETIRING TRUSTEE; BUT, ON THE REQUEST OF THE COMPANY OR THE SUCCESSOR
TRUSTEE, SUCH RETIRING TRUSTEE SHALL, UPON PAYMENT OF ITS CHARGES, EXECUTE AND
DELIVER AN INSTRUMENT TRANSFERRING TO SUCH SUCCESSOR TRUSTEE ALL THE RIGHTS,
POWERS AND TRUSTS OF THE RETIRING TRUSTEE AND SHALL DULY ASSIGN, TRANSFER AND
DELIVER TO SUCH SUCCESSOR TRUSTEE ALL PROPERTY AND MONEY HELD BY SUCH RETIRING
TRUSTEE HEREUNDER.
(B)
UPON REQUEST OF ANY SUCH SUCCESSOR TRUSTEE, THE COMPANY SHALL
EXECUTE ANY AND ALL INSTRUMENTS FOR MORE FULLY AND CERTAINLY VESTING IN AND
CONFIRMING TO SUCH SUCCESSOR TRUSTEE ALL RIGHTS, POWERS AND TRUSTS REFERRED TO
IN PARAGRAPH (A) OF THIS SECTION 6.8.
(C)
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 VI.
SECTION 6.9
Merger, Conversion, Consolidation or Succession to Business.
Any Person into which the Trustee may be merged or converted or with which it
may be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding to
all or substantially all of the corporate trust business of the Trustee, shall
be the successor of the Trustee hereunder, without the execution or filing of
any paper or any further act on the part of any of the parties hereto, provided,
that such Person shall be otherwise qualified and eligible under this
Article VI.