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.
33
(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 SUCCESSOR TRUSTEE ALL THE RIGHTS AND POWERS OF THE TRUSTEE SO CEASING TO
ACT AND SHALL DULY ASSIGN, TRANSFER AND DELIVER TO SUCH SUCCESSOR TRUSTEE ALL
PROPERTY AND MONEY HELD BY SUCH RETIRING TRUSTEE THEREUNDER.
UPON REQUEST OF