U.S. DOLLARS ($50,000,000.00) AND SUBJECT TO SUPERVISION OR
EXAMINATION BY FEDERAL, STATE, TERRITORIAL, OR DISTRICT OF COLUMBIA AUTHORITY.
IF SUCH CORPORATION PUBLISHES REPORTS OF CONDITION AT LEAST ANNUALLY, PURSUANT
TO LAW OR TO THE REQUIREMENTS OF THE AFORESAID SUPERVISING OR EXAMINING
AUTHORITY, THEN FOR THE PURPOSES OF THIS SECTION 6.8 THE COMBINED CAPITAL AND
SURPLUS OF SUCH CORPORATION SHALL BE DEEMED TO BE ITS COMBINED CAPITAL AND
SURPLUS AS SET FORTH IN ITS MOST RECENT RECORDS OF CONDITION SO PUBLISHED.
The Company may not, nor may any Person directly or indirectly controlling,
controlled by, or under common control with the Company, serve as Trustee.
In case at any time the Trustee shall cease to be eligible in accordance with
the provisions of this Section 6.8, the Trustee shall resign immediately in the
manner and with the effect specified in Section 6.9.
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If the Trustee has or shall acquire any "conflicting interest" within the
meaning of § 310(b) of the Trust Indenture Act of 1939, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner described by
this Indenture.
SECTION 6.9.
RESIGNATION OR REMOVAL OF TRUSTEE
(A)
THE TRUSTEE, OR ANY TRUSTEE OR TRUSTEES HEREAFTER APPOINTED, MAY
AT ANY TIME RESIGN BY GIVING WRITTEN NOTICE OF SUCH RESIGNATION TO THE COMPANY
AND BY MAILING NOTICE THEREOF, AT THE COMPANY'S EXPENSE, TO THE HOLDERS OF THE
DEBENTURES AT THEIR ADDRESSES AS THEY SHALL APPEAR ON THE DEBENTURE REGISTER.
UPON RECEIVING SUCH NOTICE OF RESIGNATION, THE COMPANY SHALL PROMPTLY APPOINT A
SUCCESSOR TRUSTEE OR TRUSTEES BY WRITTEN INSTRUMENT, IN DUPLICATE, EXECUTED BY
ORDER OF ITS BOARD OF DIRECTORS, ONE COPY OF WHICH INSTRUMENT SHALL BE DELIVERED
TO THE RESIGNING TRUSTEE AND ONE COPY TO THE SUCCESSOR TRUSTEE.
IF NO SUCCESSOR
TRUSTEE SHALL HAVE BEEN SO APPOINTED AND HAVE ACCEPTED APPOINTMENT WITHIN 30
DAYS AFTER THE MAILING OF SUCH NOTICE OF RESIGNATION TO THE AFFECTED
SECURITYHOLDERS, THE RESIGNING TRUSTEE MAY PETITION ANY COURT OF COMPETENT
JURISDICTION FOR THE APPOINTMENT OF A SUCCESSOR TRUSTEE, OR ANY SECURITYHOLDER
WHO HAS BEEN A BONA FIDE HOLDER OF A DEBENTURE OR DEBENTURES FOR AT LEAST SIX
MONTHS MAY, SUBJECT TO THE PROVISIONS OF SECTION 5.9, ON BEHALF OF HIMSELF AND
ALL OTHERS SIMILARLY SITUATED, PETITION ANY SUCH COURT FOR THE APPOINTMENT OF A
SUCCESSOR TRUSTEE.
SUCH COURT MAY THEREUPON, AFTER SUCH NOTICE, IF ANY, AS IT
MAY DEEM PROPER AND PRESCRIBE, APPOINT A SUCCESSOR TRUSTEE.
(B)
IN CASE AT ANY TIME ANY OF THE FOLLOWING SHALL OCCUR -
(1)
THE TRUSTEE SHALL FAIL TO COMPLY WITH THE PROVISIONS OF
SECTION 6.8 AFTER WRITTEN REQUEST THEREFOR BY THE COMPANY OR BY ANY
SECURITYHOLDER WHO HAS BEEN A BONA FIDE HOLDER OF A DEBENTURE OR DEBENTURES FOR
AT LEAST 6 MONTHS, OR
(2)
THE 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
(3)
THE TRUSTEE SHALL BECOME INCAPABLE