OF THE HOLDERS OF A MAJORITY IN LIQUIDATION AMOUNT OF THE CAPITAL
SECURITIES, DELIVERED TO THE RELEVANT 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.
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(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