OR BY ANY SUCH NOTEHOLDER; OR
(III)
THE TRUSTEE SHALL BECOME INCAPABLE OF ACTING, OR SHALL BE
ADJUDGED A 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 Issuer 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,
40
subject to the provisions of Section 6.09, any Noteholder who has been a bona
fide holder of a Note or Notes for at least six months may, on behalf of itself
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 a successor trustee.
(C)
ANY RESIGNATION OR REMOVAL OF THE TRUSTEE AND APPOINTMENT OF A
SUCCESSOR TRUSTEE PURSUANT TO ANY OF THE PROVISIONS OF THIS SECTION 7.10 SHALL
BECOME EFFECTIVE UPON ACCEPTANCE OF APPOINTMENT BY THE SUCCESSOR TRUSTEE AS
PROVIDED IN SECTION 7.11.
(D)
NOTWITHSTANDING THE REPLACEMENT OF THE TRUSTEE PURSUANT TO THIS
SECTION, THE ISSUER'S OBLIGATIONS UNDER SECTION 7.06 SHALL CONTINUE FOR THE
BENEFIT OF THE RETIRING TRUSTEE.
SECTION 7.11.
ACCEPTANCE BY SUCCESSOR TRUSTEE.
ANY SUCCESSOR TRUSTEE APPOINTED
AS PROVIDED IN SECTION 7.10 SHALL EXECUTE, ACKNOWLEDGE AND DELIVER TO THE ISSUER
AND TO ITS PREDECESSOR TRUSTEE AN INSTRUMENT ACCEPTING SUCH APPOINTMENT
HEREUNDER, AND THEREUPON THE RESIGNATION OR REMOVAL OF THE PREDECESSOR 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 OF ITS PREDECESSOR HEREUNDER, WITH LIKE EFFECT AS IF ORIGINALLY
NAMED AS TRUSTEE HEREIN; BUT, NEVERTHELESS, ON THE WRITTEN REQUEST OF THE ISSUER
OR OF THE SUCCESSOR TRUSTEE, THE TRUSTEE CEASING TO ACT SHALL, UPON PAYMENT OF
ANY AMOUNT THEN DUE IT PURSUANT TO THE PROVISIONS OF SECTION 7.06, EXECUTE AND
DELIVER AN INSTRUMENT TRANSFERRING TO SUCH SUCCESSOR TRUSTEE ALL THE RIGHTS AND
POWERS OF THE TRUSTEE SO CEASING TO ACT.
UPON REQUEST OF ANY SUCH SUCCESSOR
TRUSTEE, THE ISSUER SHALL EXECUTE ANY AND ALL INSTRUMENTS IN WRITING FOR MORE
FULLY AND CERTAINLY VESTING IN AND CONFIRMING TO SUCH SUCCESSOR TRUSTEE ALL SUCH
RIGHTS AND POWERS.
ANY TRUSTEE CEASING TO ACT SHALL, NEVERTHELESS, RETAIN A
LIEN UPON ALL PROPERTY AND FUNDS HELD OR COLLECTED BY SUCH TRUSTEE AS SUCH,
EXCEPT FOR FUNDS HELD IN TRUST FOR THE BENEFIT OF HOLDERS OF PARTICULAR NOTES,
TO SECURE ANY AMOUNTS THEN DUE IT PURSUANT TO THE PROVISIONS OF SECTION 7.06.
No successor trustee shall accept appointment as provided in this Section 7.11
unless, at the time