ABSENCE OF GROSS NEGLIGENCE, BAD FAITH, RECKLESSNESS OR
WILLFUL MISCONDUCT ON THE PART OF THE TRUSTEE, BE DEEMED TO BE CONCLUSIVELY
PROVED AND ESTABLISHED BY AN OFFICERS' CERTIFICATE DELIVERED TO THE TRUSTEE.
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SECTION 7.08.
CONFLICTING INTERESTS OF TRUSTEE.
IF THE TRUSTEE HAS OR SHALL
ACQUIRE A CONFLICTING INTEREST WITHIN THE MEANING OF THE TRUST INDENTURE ACT,
THE TRUSTEE SHALL EITHER ELIMINATE SUCH INTEREST OR RESIGN, TO THE EXTENT AND IN
THE MANNER PROVIDED BY, AND SUBJECT TO THE PROVISIONS OF, THE TRUST INDENTURE
ACT AND THIS INDENTURE.
SECTION 7.09.
ELIGIBILITY OF TRUSTEE.
THERE SHALL AT ALL TIMES BE A TRUSTEE
HEREUNDER WHICH SHALL BE A PERSON THAT IS ELIGIBLE PURSUANT TO THE TRUST
INDENTURE ACT TO ACT AS SUCH AND HAS A COMBINED CAPITAL AND SURPLUS OF AT LEAST
$50.0 MILLION (OR IF SUCH PERSON IS A MEMBER OF A BANK HOLDING COMPANY SYSTEM,
ITS BANK HOLDING COMPANY SHALL HAVE A COMBINED CAPITAL AND SURPLUS OF AT LEAST
$50.0 MILLION).
IF SUCH PERSON PUBLISHES REPORTS OF CONDITION AT LEAST
ANNUALLY, PURSUANT TO LAW OR TO THE REQUIREMENTS OF ANY SUPERVISING OR EXAMINING
AUTHORITY, THEN FOR THE PURPOSES OF THIS SECTION 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 7.09, IT SHALL RESIGN IMMEDIATELY IN THE MANNER AND WITH THE EFFECT
HEREINAFTER SPECIFIED IN THIS ARTICLE.
SECTION 7.10.
RESIGNATION OR REMOVAL OF TRUSTEE.
(A)
SUBJECT TO SECTION 7.10(C), THE TRUSTEE MAY AT ANY TIME RESIGN BY
GIVING WRITTEN NOTICE OF SUCH RESIGNATION TO THE ISSUER AND TO THE HOLDERS OF
NOTES.
UPON RECEIVING SUCH NOTICE OF RESIGNATION, THE ISSUER SHALL PROMPTLY
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 RESIGNING TRUSTEE AND ONE COPY TO THE SUCCESSOR TRUSTEE.
IF NO SUCCESSOR
TRUSTEE SHALL HAVE BEEN SO APPOINTED AND HAVE ACCEPTED APPOINTMENT SIXTY (60)
CALENDAR DAYS AFTER THE MAILING OF SUCH NOTICE OF RESIGNATION TO THE
NOTEHOLDERS, THE RESIGNING TRUSTEE MAY, UPON TEN BUSINESS DAYS' NOTICE TO THE
ISSUER AND THE NOTEHOLDERS, PETITION, AT THE EXPENSE OF THE ISSUER, ANY COURT OF
COMPETENT JURISDICTION 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:
(I)
THE TRUSTEE SHALL FAIL TO COMPLY WITH SECTION 7.08 AFTER WRITTEN
REQUEST THEREFOR BY THE ISSUER OR BY ANY NOTEHOLDER WHO HAS BEEN A BONA FIDE
HOLDER OF A NOTE OR NOTES FOR AT LEAST SIX MONTHS; OR
(II)
THE TRUSTEE SHALL CEASE TO BE ELIGIBLE IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 7.09 AND SHALL FAIL TO RESIGN AFTER WRITTEN REQUEST
THEREFOR BY THE ISSUER