SUCH INTEREST, APPLY TO THE SEC FOR PERMISSION TO CONTINUE AS TRUSTEE
WITH SUCH CONFLICT OR RESIGN, TO THE EXTENT AND IN THE MANNER PROVIDED BY, AND
SUBJECT TO THE PROVISIONS OF, THE TIA AND THIS INDENTURE.
TO THE EXTENT
PERMITTED BY THE TIA, THE TRUSTEE SHALL NOT BE DEEMED TO HAVE A CONFLICTING
INTEREST BY VIRTUE OF BEING A TRUSTEE UNDER THIS INDENTURE WITH RESPECT TO
ORIGINAL NOTES AND ADDITIONAL NOTES, OR A TRUSTEE UNDER ANY OTHER INDENTURE
BETWEEN THE COMPANY AND THE TRUSTEE.
SECTION 709
CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.
THERE SHALL AT
ALL TIMES BE ONE (AND ONLY ONE) TRUSTEE HEREUNDER.
THE TRUSTEE SHALL BE A
PERSON THAT IS ELIGIBLE PURSUANT TO THE TIA TO ACT AS SUCH AND HAS A COMBINED
CAPITAL AND SURPLUS OF AT LEAST $50,000,000.
IF ANY SUCH PERSON PUBLISHES
REPORTS OF CONDITION AT LEAST ANNUALLY, PURSUANT TO LAW OR TO THE REQUIREMENTS
OF ITS SUPERVISING OR EXAMINING AUTHORITY, THEN FOR THE PURPOSES OF THIS SECTION
AND TO THE EXTENT PERMITTED BY THE TIA, THE COMBINED CAPITAL AND SURPLUS OF SUCH
PERSON SHALL BE DEEMED TO BE ITS COMBINED CAPITAL AND SURPLUS AS SET FORTH IN
ITS MOST RECENT REPORT OF CONDITION SO PUBLISHED.
IF AT ANY TIME THE TRUSTEE
SHALL CEASE TO BE ELIGIBLE IN ACCORDANCE WITH THE PROVISIONS OF THIS
SECTION 709, IT SHALL RESIGN IMMEDIATELY IN THE MANNER AND WITH THE EFFECT
HEREINAFTER SPECIFIED IN THIS ARTICLE.
SECTION 710
RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.
NO
RESIGNATION OR REMOVAL OF THE 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 SECTION 711.
H-101
The Trustee may resign at any time by giving written notice thereof to the
Company.
If the instrument of acceptance by a successor Trustee required by
Section 711 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.
The Trustee may be removed at any time by Act of the Holders of a majority in
principal amount of the Outstanding Notes, delivered to the Trustee and to the
Company.
If at any time:
(1)
THE TRUSTEE SHALL FAIL TO COMPLY WITH SECTION 708 AFTER WRITTEN
REQUEST THEREFOR BY THE COMPANY OR BY ANY HOLDER WHO HAS BEEN A BONA FIDE HOLDER
OF A NOTE FOR AT LEAST SIX MONTHS, OR
(2)
THE TRUSTEE SHALL CEASE TO BE ELIGIBLE UNDER SECTION 709 AND SHALL
FAIL TO RESIGN AFTER WRITTEN REQUEST THEREFOR BY THE COMPANY OR BY ANY SUCH
HOLDER, OR
(3)
THE TRUSTEE SHALL BECOME INCAPABLE OF ACTING OR SHALL BE ADJUDGED
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