TRUSTEE (IN ITS INDIVIDUAL
CAPACITY AND ON BEHALF OF THE TRUST).
IF ANY TRUSTEE SHALL BE SO REMOVED, THE
HOLDERS OF CAPITAL SECURITIES, BY ACT OF THE HOLDERS OF A MAJORITY IN
LIQUIDATION AMOUNT OF THE CAPITAL SECURITIES THEN OUTSTANDING DELIVERED TO THE
RELEVANT TRUSTEE, SHALL PROMPTLY APPOINT A SUCCESSOR RELEVANT TRUSTEE OR
TRUSTEES, AND SUCH SUCCESSOR RELEVANT TRUSTEE SHALL COMPLY WITH THE APPLICABLE
REQUIREMENTS OF THIS SECTION.
IF NO SUCCESSOR RELEVANT TRUSTEE SHALL HAVE BEEN
SO APPOINTED BY THE HOLDERS OF A MAJORITY IN LIQUIDATION AMOUNT OF THE CAPITAL
SECURITIES AND ACCEPTED APPOINTMENT IN THE MANNER REQUIRED BY THIS SECTION
WITHIN 30 DAYS AFTER DELIVERY OF AN INSTRUMENT OF REMOVAL, THE RELEVANT TRUSTEE
OR ANY HOLDER WHO HAS BEEN A HOLDER OF THE SECURITIES FOR AT LEAST SIX MONTHS
MAY, ON BEHALF OF HIMSELF AND ALL OTHERS SIMILARLY SITUATED, PETITION ANY
FEDERAL, STATE OR DISTRICT OF COLUMBIA COURT OF COMPETENT JURISDICTION FOR THE
APPOINTMENT OF A SUCCESSOR RELEVANT TRUSTEE.
SUCH COURT MAY THEREUPON, AFTER
PRESCRIBING SUCH NOTICE, IF ANY, AS IT MAY DEEM PROPER, APPOINT A SUCCESSOR
RELEVANT TRUSTEE OR TRUSTEES.
27
(D)
THE INSTITUTIONAL TRUSTEE SHALL GIVE NOTICE
OF EACH RESIGNATION AND EACH REMOVAL OF A TRUSTEE AND EACH APPOINTMENT OF A
SUCCESSOR TRUSTEE TO ALL HOLDERS AND TO THE SPONSOR.
EACH NOTICE SHALL INCLUDE
THE NAME OF THE SUCCESSOR RELEVANT TRUSTEE AND THE ADDRESS OF ITS CORPORATE
TRUST OFFICE IF IT IS THE INSTITUTIONAL TRUSTEE.
(E)
NOTWITHSTANDING THE FOREGOING OR ANY OTHER
PROVISION OF THIS DECLARATION, IN THE EVENT A DELAWARE TRUSTEE WHO IS A NATURAL
PERSON DIES OR IS ADJUDGED BY A COURT TO HAVE BECOME INCOMPETENT OR
INCAPACITATED, THE VACANCY CREATED BY SUCH DEATH, INCOMPETENCE OR INCAPACITY MAY
BE FILLED BY THE INSTITUTIONAL TRUSTEE FOLLOWING THE PROCEDURES IN THIS SECTION
(WITH THE SUCCESSOR BEING A PERSON WHO SATISFIES THE ELIGIBILITY REQUIREMENT FOR
A DELAWARE TRUSTEE SET FORTH IN THIS DECLARATION) (THE "SUCCESSOR DELAWARE
TRUSTEE").
(F)
IN CASE OF THE APPOINTMENT HEREUNDER OF A
SUCCESSOR RELEVANT TRUSTEE, THE RETIRING RELEVANT TRUSTEE AND EACH SUCCESSOR
RELEVANT TRUSTEE WITH RESPECT TO THE SECURITIES SHALL EXECUTE AND DELIVER AN
AMENDMENT HERETO WHEREIN EACH SUCCESSOR RELEVANT TRUSTEE SHALL ACCEPT SUCH
APPOINTMENT AND WHICH (A) SHALL CONTAIN SUCH PROVISIONS AS SHALL BE NECESSARY OR
DESIRABLE TO TRANSFER AND CONFIRM TO, AND TO VEST IN, EACH SUCCESSOR RELEVANT
TRUSTEE ALL THE RIGHTS, POWERS, TRUSTS AND DUTIES OF THE RETIRING RELEVANT
TRUSTEE WITH RESPECT TO THE SECURITIES AND THE TRUST AND (B) SHALL ADD TO OR
CHANGE ANY OF THE PROVISIONS OF THIS DECLARATION AS SHALL BE NECESSARY TO
PROVIDE FOR OR FACILITATE THE ADMINISTRATION OF THE TRUST BY MORE THAN ONE
RELEVANT TRUSTEE, IT BEING UNDERSTOOD THAT NOTHING HEREIN OR IN SUCH AMENDMENT
SHALL CONSTITUTE SUCH RELEVANT TRUSTEES CO-TRUSTEES AND UPON THE EXECUTION AND
DELIVERY OF SUCH AMENDMENT THE RESIGNATION OR REMOVAL OF THE RETIRING RELEVANT
TRUSTEE SHALL BECOME EFFECTIVE TO THE EXTENT PROVIDED THEREIN AND EACH SUCH
SUCCESSOR RELEVANT TRUSTEE, WITHOUT ANY FURTHER ACT, DEED OR CONVEYANCE, SHALL
BECOME VESTED