Common use of Acceptance by Successor Trustee Clause in Contracts

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to act. Upon request of any successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.06. In case of the appointment hereunder of a successor trustee with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11, the Company shall mail notice of the succession of such trustee hereunder to all the Registered Holders of such series as the names and addresses of such Holders shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of Payment. If the Company fails to mail such notice in the prescribed manner within 10 days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 7.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the predecessor trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.067.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to actpredecessor trustee, except as provided in Section 7.06 hereof. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee trustee, including the initial Trustee, ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.067.06 and shall also retain its rights under Section 7.06 hereof. In case of the appointment hereunder of a successor trustee with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee Trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee Trustee with respect to the Securities of any series as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09this Article 7. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11Section, the Company shall mail notice of the succession of such trustee hereunder to all holders of the Registered Holders Securities of such any applicable series as the names and addresses of such Holders holders shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of Paymentbooks. If the Company fails to mail such notice in the prescribed manner within 10 days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be so mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, but nevertheless, on the written request of the Company or of the successor trusteeTrustee, the trustee ceasing to act predecessor Trustee shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.06, execute and deliver an instrument transferring to such successor trustee Trustee all the rights rights, powers, trusts and powers and trusts with respect to any series of Securities duties of the trustee so Trustee ceasing to act. Upon request of the Company or any such successor trusteeTrustee, the Company predecessor Trustee shall execute and deliver any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee Trustee all such rights rights, powers, trusts and powersduties. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by No successor Trustee shall accept appointment as provided in this Section 8.11 unless at the time of such trustee to secure any amounts then due it pursuant to acceptance such successor Trustee shall be qualified under the provisions of Section 8.068.08 and eligible under the provisions of Section 8.09. In case of the appointment hereunder of a successor trustee Trustee with respect to the Debt Securities of any one or more (but not all) seriesSeries, (i) the Company, the predecessor trustee Trustee and each successor trustee Trustee with respect to the Debt Securities of any applicable series one or more Series shall execute and deliver an indenture supplemental hereto wherein each successor trustee Trustee shall accept such appointment and which shall contain (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in in, each successor trustee Trustee all of the rights, powers powers, trusts and duties of the predecessor trustee Trustee with respect to the Debt Securities of that or those series Series to which the appointment of such successor trustee Trustee relates, (2) if the retiring trustee predecessor Trustee is not retiring with respect to all Debt Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee Trustee with respect to the Debt Securities of any series that or those Series as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees Trustees as being co-trustees of the same trust and that each such trustee Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee shall accept appointment as provided in this Section 8.11 unless at Trustee; (ii) upon the time execution and delivery of such acceptance supplemental indenture, the resignation or removal of the predecessor Trustee shall become effective to the extent provided therein and each such successor trustee Trustee, without any further act, deed or conveyance, shall be qualified under become vested with all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Debt Securities of that or those Series to which the appointment of such successor Trustee relates; (iii) on the request of the Company or any successor Trustee, such predecessor Trustee (subject to the provisions of Section 8.08 8.06) shall duly assign, transfer and eligible under deliver to such successor Trustee all property and money held by such predecessor Trustee hereunder with respect to the provisions Debt Securities of Section 8.09. Upon acceptance that or those Series to which the appointment of appointment by a such successor trustee as provided Trustee relates; and (iv) upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all rights, powers, trusts and duties referred to in this Section 8.11, the Company shall mail notice of the succession of such trustee hereunder to all the Registered Holders of such series as the names and addresses of such Holders shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of Payment. If the Company fails to mail such notice in the prescribed manner within 10 days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee Trustee with respect to all series of Securities appointed as provided in Section 8.10 7.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee with respect to all or any applicable series shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.067.06, execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers and trusts with respect to any such series of Securities of the trustee Trustee so ceasing to act. Upon the request of any such successor trusteeTrustee, the Company shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee Trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee Trustee or any successor Trustee to secure any amounts then due it pursuant to the provisions of Section 8.067.06. In case of the appointment hereunder of a successor trustee Trustee with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee retiring Trustee and each successor trustee Trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain to (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in in, each successor trustee Trustee all of the rights, powers powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Securities of that or those such series to which the appointment of such successor trustee Trustee relates, (2) if the retiring trustee Trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Securities of any such series as to which the predecessor trustee retiring Trustee is not retiring shall continue to be vested in the predecessor trustee retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, it being understood that nothing herein or in such supplemental indenture Indenture shall constitute such trustees co-trustees Trustees co- Trustees of the same trust and that each such trustee Trustee shall be trustee Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trusteeTrustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of such series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of such series to which the appointment of such successor Trustee relates. No successor trustee Trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified under the provisions of Section 8.08 7.08 and eligible under the provisions of Section 8.097.09. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.11Section, the successor Trustee shall at the expense of the Company shall mail transmit notice of the succession of such trustee Trustee hereunder to all the Registered Holders holders of such Securities of any applicable series as the names and addresses of such Holders shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place manner and to the extent provided in subsection (c) of Payment. If the Company fails Section 5.04 with respect to mail such notice in the prescribed manner within 10 days after the acceptance reports pursuant to subsection (a) of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Companysaid Section 5.04.

Acceptance by Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.10 6.9 shall execute, acknowledge and deliver to the Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as the Debentures of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.066.6, execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers and trusts with respect to any series of Securities of the trustee Trustee so ceasing to actact and shall duly assign, transfer and deliver to such successor Trustee all property and money Community Bancorp/Indenture/Floating Rate held by such retiring Trustee thereunder. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee Trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 8.066.6. In case of the appointment hereunder of If a successor trustee with respect to the Securities of any one or more (but not all) seriesTrustee is appointed, the Company, the predecessor trustee retiring Trustee and each the successor trustee with respect to the Securities of any applicable series Trustee shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Securities of any series Debentures as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts Trust hereunder by more than one trusteeTrustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees Trustees co-trustees of the same trust and that each such trustee Trustee shall be trustee Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trusteeTrustee. No successor trustee Trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.096.8. In no event shall a retiring Trustee be liable for the acts or omissions of any successor Trustee hereunder. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.116.10, the Company shall mail notice of the succession of such trustee Trustee hereunder to all the Registered Holders holders of such series Debentures at their addresses as the names and addresses of such Holders they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentDebenture Register. If the Company fails to mail such notice in the prescribed manner within 10 days Business Days after the acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.10 6.09 shall execute, acknowledge and deliver to the Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as the Debt Securities of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.066.06, execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers and trusts with respect to any series of Securities of the trustee Trustee so ceasing to actact and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee thereunder. Upon reasonable request of any such successor trusteeTrustee, the Company shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee Trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 8.066.06. In case of the appointment hereunder of If a successor trustee with respect to the Securities of any one or more (but not all) seriesTrustee is appointed, the Company, the predecessor trustee retiring Trustee and each the successor trustee with respect to the Securities of any applicable series Trustee shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Debt Securities of any series as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts Trust hereunder by more than one trusteeTrustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees Trustees co-trustees of the same trust and that each such trustee Trustee shall be trustee Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trusteeTrustee. No successor trustee Trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.096.08. In no event shall a retiring Trustee be liable for the acts or omissions of any successor Trustee hereunder. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.116.10, the Company shall mail notice of the succession of such trustee Trustee hereunder to all the Registered Holders of such series Securityholders at their addresses as the names and addresses of such Holders they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentDebt Security Register. If the Company fails to mail such notice in the prescribed manner within 10 days Business Days after the acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 6.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor retiring trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.066.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to actact and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring trustee thereunder. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.066.06. In case of the appointment hereunder of If a successor trustee is appointed with respect to the Securities of any one or more (but not all) series, the Company, the predecessor retiring trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor retiring trustee with respect to the Securities of any series as to which the predecessor predeces sor trustee is not retiring shall continue to be vested in the predecessor trustee trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts trustee hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee shall accept appointment as provided in this Section 8.11 6.11 unless at the time of such acceptance accep tance such successor trustee shall be qualified under the provisions provi sions of Section 8.08 6.08 and eligible under the provisions of Section 8.096.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.116.11, the Company shall mail notice of the succession of such trustee hereunder to all the Registered Holders holders of such Securities of any applicable series at their addresses as the names and addresses of such Holders they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentSecurity register. If the Company fails to mail such notice in the prescribed manner within 10 days after the acceptance of appointment appoint- ment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 7.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.067.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee ceasing leasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.067.06. In case of the appointment hereunder of a successor trustee with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee Trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee Trustee with respect to the Securities of any series as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 7.08 and eligible under the provisions of Section 8.09section 7.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11Section, the Company shall mail give notice of the succession of such trustee hereunder (a) if any Unregistered Securities of a series affected are then Outstanding, to all the Registered Holders thereof, by publication of such series as the names and addresses of such Holders shall appear on the registry books of the Company and shall publish notice of such event at least once in an Authorized Newspaper in the Place Borough of PaymentManhattan, The City of New York and at least once in an Authorized Newspaper, in London, (b) if any Unregistered Securities of a series affected are then Outstanding, to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 5.04, by mailing such notice to such Holders at such addresses as were so furnished to the Trustee (and the Trustee shall make such information available to the Company for such purpose) and (c) to the Holders of Registered Securities of each series affected, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the Company fails to mail such notice in the prescribed manner within 10 ten days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed so given at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 6.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall 44 50 become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.066.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.066.06. In case of the appointment hereunder of If a successor trustee is appointed with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts trustee hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee shall accept appointment as provided in this Section 8.11 6.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 6.08 and eligible under the provisions of Section 8.096.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.116.11, the Company shall mail notice of the succession of such trustee hereunder to all the Registered Holders holders of such Securities of any applicable series at their addresses as the names and addresses of such Holders they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentSecurity register. If the Company fails to mail such notice in the prescribed manner within 10 days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 8.09 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to act. Upon request of any successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.06. In case of the appointment hereunder of a successor trustee with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11, the Company shall mail notice of the succession of such trustee hereunder to all the Registered Holders of such series as the names and addresses of such Holders shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of Payment. If the Company fails to mail such notice in the prescribed manner within 10 days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance by Successor Trustee. Any In the case of the appointment hereunder of a successor trustee with respect to all Securities, any successor trustee so appointed as provided in Section 8.10 shall execute, acknowledge and deliver to the Company Corporation and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to act. Upon request of any successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.06. In case of the appointment hereunder of a successor trustee with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain , (1) shall contain such provisions as shall be necessary or desirable to transfer and vest in, or confirm to, and vest in each successor trustee all of the rights, powers powers, duties and duties obligations of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring predecessor trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts duties and duties obligations of the predecessor trustee with respect to the Securities of any that or those series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee trustee, and (3) shall add to or change any of the provisions of this the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the predecessor trustee shall become effective to the extent provided therein and each such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates; but, nevertheless, on the written request of the Corporation or any successor trustee, such predecessor trustee shall, upon payment of any amounts then due to it pursuant to Section 8.06 hereof, duly assign, transfer and deliver to such successor trustee all property and money held by such predecessor trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor trustee relates. Upon request of any such successor trustee, the Corporation shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights, powers and trusts referred to in the two preceding sentences. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.06. No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under pursuant to the provisions of Section 8.08 and eligible under the provisions of Section 8.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11, the Company Corporation shall mail notice of the succession of such trustee hereunder to all holders of Securities of the Registered Holders of such series affected as the names and addresses of such Holders shall holders appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentCorporation. If the Company Corporation fails to mail such notice in the prescribed manner within 10 ten days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyCorporation.

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 7.08 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to any or all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company Company, or of the successor trustee, the trustee ceasing to act shall, upon payment (or due provision therefor) of any amounts then due it pursuant to the provisions of Section 8.067.05, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any such series of Securities of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.067.05. In case of the appointment hereunder of a successor trustee with respect to the Debt Securities of any one or more (but not all) series, the Company, the predecessor trustee and each successor trustee with respect to the Debt Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Debt Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee with respect to a series of Debt Securities shall accept appointment as provided in this Section 8.11 7.09 unless at the time of such acceptance such successor trustee shall shall, with respect to such series, be qualified under the provisions requirements of Section 8.08 the Trust Indenture Act of 1939 and eligible under the provisions of Section 8.097.07. Upon acceptance of appointment by a successor trustee with respect to any series as provided in this Section 8.117.09, the Company shall mail notice of the succession of such trustee hereunder to all the Registered Holders of Debt Securities of such series at their addresses as the names and addresses of such Holders they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentCompany. If the Company fails to mail such notice in the prescribed manner within 10 ten days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.. 24

Acceptance by Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.10 6.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee Trustee an instrument accepting 37 45 such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee retiring Trustee with respect to all or any applicable series shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.066.06, execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers and trusts with respect to any series of Securities of the trustee Trustee so ceasing to actact and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee thereunder. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee Trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 8.066.06. In case of the appointment hereunder of If a successor trustee Trustee is appointed with respect to the Debt Securities of any one or more (but not all) series, the Company, the predecessor trustee retiring Trustee and each successor trustee Trustee with respect to the Debt Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Debt Securities of any series as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts Trust hereunder by more than one trusteeTrustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees Trustees co-trustees of the same trust and that each such trustee Trustee shall be trustee Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trusteeTrustee. No successor trustee Trustee shall accept appointment as provided in this Section 8.11 6.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified under the provisions of Section 8.08 6.08 and eligible under the provisions of Section 8.096.09. In no event shall a retiring Trustee be liable for the acts or omissions of any successor Trustee hereunder. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.116.11, the Company shall mail notice of the succession of such trustee Trustee hereunder to all the Registered Holders holders of such Debt Securities of any applicable series at their addresses as the names and addresses of such Holders they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentDebt Security Register. If the Company fails to mail such notice in the prescribed manner within 10 days ten Business Days after the acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.10 6.9 shall execute, acknowledge and deliver to the Company Bank and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as the Debentures of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company Bank or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.066.6, execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers and trusts with respect to any series of Securities of the trustee Trustee so ceasing to actact and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee thereunder. Upon request of any such successor trusteeTrustee, the Company Bank shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee Trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 8.066.6. In case of the appointment hereunder of If a successor trustee with respect to the Securities of any one or more (but not all) seriesTrustee is appointed, the CompanyBank, the predecessor trustee retiring Trustee and each the successor trustee with respect to the Securities of any applicable series Trustee shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Securities of any series Debentures as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts trust hereunder by more than one trusteeTrustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees Trustees co-trustees of the same trust and that each such trustee Trustee shall be trustee Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trusteeTrustee. No successor trustee Trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.096.8. In no event shall a retiring Trustee be liable for the acts or omissions of any successor Trustee hereunder. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.116.10, the Company Bank shall mail notice of the succession of such trustee Trustee hereunder to all the Registered Holders holders of such series Debentures at their addresses as the names and addresses of such Holders they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentDebenture Register. If the Company Bank fails to mail such notice in the prescribed manner within 10 days Business Days after the acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the CompanyBank.

Acceptance by Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.10 6.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee retiring Trustee with respect to all or any applicable series shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.066.06, execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers and trusts with respect to any series of Securities of the trustee Trustee so ceasing to actact and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee thereunder. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee Trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 8.066.06. In case of the appointment hereunder of If a successor trustee Trustee is appointed with respect to the Debt Securities of any one or more (but not all) series, the Company, the predecessor trustee retiring Trustee and each successor trustee Trustee with respect to the Debt Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Debt Securities of any series as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts Trust hereunder by more than one trusteeTrustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees Trustees co-trustees of the same trust and that each such trustee Trustee shall be trustee Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11, the Company shall mail notice of the succession of such trustee hereunder to all the Registered Holders of such series as the names and addresses of such Holders shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of Payment. If the Company fails to mail such notice in the prescribed manner within 10 days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.from

Acceptance by Successor Trustee. Any successor trustee Trustee with respect to all series of Securities appointed as provided in Section 8.10 7.10 shall execute, acknowledge and deliver to the Company Company, each Guarantor and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee with respect to all or any applicable series shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, trusts and duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company Company, any Guarantor, or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.067.06, execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers and trusts with respect to any such series of Securities of the trustee Trustee so ceasing to act. Upon the request of any such successor trusteeTrustee, the Company and each Guarantor shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee Trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee Trustee or any successor Trustee to secure any amounts then due it pursuant to the provisions of Section 8.067.06. In case of the appointment hereunder of a successor trustee Trustee with respect to the Securities of any one or more (but not all) series, the Company, each Guarantor, the predecessor trustee retiring Trustee and each successor trustee Trustee with respect to the Securities of any applicable such series shall execute and deliver an indenture supplemental hereto wherein each successor trustee Trustee shall accept such appointment and which shall contain (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in in, each successor trustee Trustee all of the rights, powers powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Securities of that or those such series to which the appointment of such successor trustee Trustee relates, (2) if the retiring trustee Trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Securities of any such series as to which the predecessor trustee retiring Trustee is not retiring shall continue to be vested in the predecessor trustee retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees Trustees co-trustees Trustees of the same trust and that each such trustee Trustee shall be trustee Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trusteeTrustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of such series to which the appointment of such successor Trustee relates; but, on written request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of such series to which the appointment of such successor Trustee relates. No successor trustee Trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified under the provisions of Section 8.08 7.08 and eligible under the provisions of Section 8.097.09. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.11Section, the successor Trustee shall at the expense of the Company shall mail transmit notice of the succession of such trustee Trustee hereunder to all the Registered Holders holders of such Securities of any applicable series as the names and addresses of such Holders shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place manner and to the extent provided in subsection (c) of Payment. If the Company fails Section 5.04 with respect to mail such notice in the prescribed manner within 10 days after the acceptance reports pursuant to subsection (a) of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Companysaid Section 5.04.

Acceptance by Successor Trustee. Any successor trustee Trustee ------------------------------- appointed as provided in Section 8.10 7.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee with respect to any or all or any applicable series shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall, upon payment (or due provision therefor) of any amounts then due it pursuant to the provisions of Section 8.067.06, execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers and trusts with respect to any such series of Securities of the trustee Trustee so ceasing to act. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee Trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.06. In case of the appointment hereunder of a successor trustee Trustee with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee Trustee and each successor trustee Trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee Trustee with respect to the Securities of any series as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Third Amended and Restated Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees Trustees co-trustees of the same trust and that each such trustee Trustee shall be trustee Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trusteeTrustee. No successor trustee Trustee with respect to a series of Securities shall accept appointment as provided in this Section 8.11 7.11 unless at the time of such acceptance such successor trustee shall Trustee shall, with respect to such series, be qualified under Section 310(b) of the provisions Trust Indenture Act of Section 8.08 1939 and eligible under the provisions of Section 8.097.09. Upon acceptance of appointment by a successor trustee Trustee with respect to any series as provided in this Section 8.117.11, the Company shall mail give notice thereof (a) if any Unregistered Securities of a series affected are then Outstanding, to the succession holders thereof, by publication of such trustee hereunder notice at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, at least once in an Authorized Newspaper in London and, if any such Unregistered Securities are listed on the Luxembourg Stock Exchange, at least once in an Authorized Newspaper in Luxembourg, (b) if any Unregistered Securities of a series affected are then Outstanding, to all the Registered Holders of such series as the holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939, by mailing such Holders notice to such holders at such addresses as were so furnished to the Trustee (and the Trustee shall make such information available to the Company for such purpose) and (c) to the holders of Registered Securities of each series affected, by mailing such notice to such holders at their addresses as they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentCompany. If the Company fails to mail such notice in the prescribed manner within 10 ten days after the acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed given at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 shall execute, acknowledge and deliver to the Company Issuer, the Guarantor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company Issuer, the Guarantor or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to act. Upon request of any such successor trustee, the Company Issuer and the Guarantor shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.06. In case of the appointment hereunder of a successor trustee with respect to the Securities of any one or more (but not all) series, the CompanyIssuer, the Guarantor, the predecessor trustee Trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee Trustee with respect to the Securities of any series as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such 51 trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11Section, the Company Issuer shall mail give notice of the succession of such trustee hereunder (a) if any Unregistered Securities of a series affected are then outstanding, to all the Registered Holders thereof, by publication of such series as the names and addresses of such Holders shall appear on the registry books of the Company and shall publish notice of such event at least once in an Authorized Newspaper in the Place Borough of PaymentManhattan, The City of New York and at least once in an Authorized Newspaper in London (and, if required by Section 5.04, at least once in an Authorized Newspaper in Luxembourg), (b) if any Unregistered Securities of a series affected are then outstanding, to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 6.04, by mailing such notice to such Holders at such addresses as were so furnished to the Trustee (and the Trustee shall make such information available to the Issuer for such purpose) and (c) to the Holders of Registered Securities of each series affected, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the Company Issuer fails to mail such notice in the prescribed manner within 10 ten days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed so given at the expense of the CompanyIssuer.

Acceptance by Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.10 6.9 shall execute, acknowledge and deliver to the Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as the Debentures of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.066.6, execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers and trusts with respect to any series of Securities of the trustee Trustee so ceasing to actact and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee thereunder. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee Trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 8.066.6. In case of the appointment hereunder of If a successor trustee with respect to the Securities of any one or more (but not all) seriesTrustee is appointed, the Company, the predecessor trustee retiring Trustee and each the successor trustee with respect to the Securities of any applicable series Trustee shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Securities of any series Debentures as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as <PAGE> shall be necessary to provide for or facilitate the administration of the trusts Trust hereunder by more than one trusteeTrustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees Trustees co-trustees of the same trust and that each such trustee Trustee shall be trustee Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trusteeTrustee. No successor trustee Trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.096.8. In no event shall a retiring Trustee be liable for the acts or omissions of any successor Trustee hereunder. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.116.10, the Company shall mail notice of the succession of such trustee Trustee hereunder to all the Registered Holders holders of such series Debentures at their addresses as the names and addresses of such Holders they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentDebenture Register. If the Company fails to mail such notice in the prescribed manner within 10 days Business Days after the acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.10 7.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee with respect to any or all or any applicable series shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall, upon payment (or due provision therefor) of any amounts then due it pursuant to the provisions of Section 8.067.06, execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers and trusts with respect to any such series of Securities of the trustee Trustee so ceasing to act. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee Trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.06. In case of the appointment hereunder of a successor trustee Trustee with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee Trustee and each successor trustee Trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee Trustee with respect to the Securities of any series as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees Trustees co-trustees of the same trust and that each such trustee Trustee shall be trustee Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trusteeTrustee. No successor trustee Trustee with respect to a series of Securities shall accept appointment as provided in this Section 8.11 7.11 unless at the time of such acceptance such successor trustee shall Trustee shall, with respect to such series, be qualified under Section 310(b) of the provisions of Section 8.08 Trust Indenture Act and eligible under the provisions of Section 8.097.09. Upon acceptance of appointment by a successor trustee Trustee with respect to any series as provided in this Section 8.117.11, the Company shall mail give notice thereof to the holders of the succession Securities of each series affected, by mailing such trustee hereunder notice to all the Registered Holders of such series holders at their addresses as the names and addresses of such Holders they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentSecurity Register. If the Company fails to mail such notice in the prescribed manner within 10 ten days after the acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed given at the expense of the Company.

Acceptance by Successor Trustee. Any (a) In case of the appointment hereunder of a successor trustee Trustee with respect to all Debt Securities, every duly qualified successor Trustee so appointed as under any of the methods herein provided in Section 8.10 shall execute, acknowledge and deliver to its predecessor Trustee and to the Company and to its predecessor trustee an instrument in writing accepting such appointment hereunder, hereunder and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, in the trust hereunder with like effect as if originally named as trustee Trustee herein; but. The predecessor Trustee shall, nevertheless, on at the written request of the Company or of successor Trustee, pay over to the successor trustee, Trustee all moneys at the trustee ceasing to act shall, time held by it herein; and the Company and the predecessor Trustee upon payment or provision therefor of any amounts then due it the predecessor Trustee pursuant to the provisions of Section 8.0611.2, shall execute and deliver an instrument transferring to such successor trustee all the rights instruments and powers and trusts with respect to any series of Securities of the trustee so ceasing to act. Upon request of any successor trustee, the Company shall execute any and all instruments in writing in order do such other things as may reasonably be required for more fully and certainly to vest vesting and confirming in and confirm to such the successor trustee Trustee all such rights rights, powers, trusts, duties and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.06. obligations. (b) In case of the appointment hereunder of a successor trustee Trustee with respect to the Debt Securities of any one or more (but not all) series, the Company, the predecessor trustee Trustee and each successor trustee Trustee with respect to the Debt Securities of any applicable such series shall execute and deliver an indenture supplemental hereto wherein each successor trustee Trustee shall accept such appointment and which (i) shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in in, each successor trustee Trustee all of the rights, powers powers, trusts and duties of the predecessor trustee Trustee with respect to the Debt Securities of that or those such series to which the appointment of such successor trustee Trustee relates, (2ii) if the retiring trustee predecessor Trustee is not retiring with respect to all SecuritiesDebt Securities of such series, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee Trustee with respect to the Debt Securities of any such series as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3iii) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees Trustees co-trustees Trustees of the same trust and that each such trustee Trustee shall be trustee Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee shall accept appointment as provided in this Section 8.11 unless at Trustee; and upon the time execution and delivery of such acceptance supplemental indenture the resignation or removal of the predecessor Trustee shall become effective to the extent provided therein and each such successor trustee Trustee, without any further act, deed or conveyance, shall be qualified under become vested with all the provisions rights, powers, trusts and duties of Section 8.08 the predecessor Trustee with respect to the Debt Securities of such series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such predecessor Trustee upon payment of its charges shall duly assign, transfer and eligible under deliver to such successor Trustee all property and money held by such predecessor Trustee hereunder with respect to the provisions Debt Securities of Section 8.09such series to which the appointment of such successor Trustee relates. Upon acceptance request of appointment by a any such successor trustee as provided in this Section 8.11Trustee, the Company shall mail notice execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in this subsection (b) of the succession of such trustee hereunder to all the Registered Holders of such series as the names and addresses of such Holders shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of Payment. If the Company fails to mail such notice in the prescribed manner within 10 days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Companythis Section.

Acceptance by Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.10 125 115 shall execute, acknowledge and deliver to the Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, but nevertheless, on the written request of the Company or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.06, execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers and trusts with respect to any series of Securities of the trustee Trustee so ceasing to act. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee Trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 8.06. No successor Trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor Trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09. In case of the appointment hereunder of a successor trustee Trustee with respect to the Debt Securities of any one or more (but not all) series, the Company, the predecessor trustee retiring Trustee and each successor trustee Trustee with respect to the Debt Securities of any applicable one or more series shall execute and deliver an indenture indentures supplemental hereto wherein each successor trustee Trustee shall accept such appointment and which shall contain (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in in, each successor trustee Trustee all of the rights, powers powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Debt Securities of that or those series to which the appointment of such successor trustee Trustee relates, (2) if the retiring trustee Trustee is not retiring with respect to all Debt Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Debt Securities of any that or those series as to which the predecessor trustee retiring Trustee is not retiring shall continue to be vested in the predecessor trustee retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees Trustees co-trustees of the same trust and that each such trustee Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee shall accept appointment as provided in this Section 8.11 unless at Trustee; and upon the time execution and delivery of such acceptance supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor trustee Trustee, without any further act, deed or conveyance, shall be qualified under become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Debt Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee (subject to the provisions of Section 8.08 8.06) shall duly assign, transfer and eligible under deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the provisions Debt Securities of Section 8.09. Upon acceptance that or those series to which the appointment of appointment by a such successor trustee as provided in this Section 8.11Trustee relates, and upon request of any such successor Trustee, the Company shall mail notice of the succession of execute any and all instruments for more fully and certainly vesting in and 128 118 confirming to such trustee hereunder to all the Registered Holders of such series as the names and addresses of such Holders shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of Payment. If the Company fails to mail such notice in the prescribed manner within 10 days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice all rights, powers and trusts referred to be mailed at the expense of the Companyin this subsection.

Acceptance by Successor Trustee. Any In the case of the appointment hereunder of a successor trustee with respect to all Securities, any successor trustee so appointed as provided in Section 8.10 shall execute, acknowledge and deliver to the Company Corporation and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee herein; but, : nevertheless, on the written request of the Company Corporation or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to act. Upon request of any successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.06. In case of the appointment hereunder of a successor trustee with respect to the Securities of any one or more (but not all) series, the CompanyCorporation, the predecessor trustee and each successor trustee with respect to the Securities of any applicable one or more series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain which (1) shall contain such provisions as shall be necessary or desirable to transfer and vest in, or confirm to, and vest in each successor trustee all of the rights, powers powers, duties and duties obligations of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring predecessor trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts duties and duties obligations of the predecessor trustee with respect to the Securities of any that or those series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee trustee, and (3) shall add to or change any of the provisions of this the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the predecessor trustee shall become effective to the extent provided therein and each such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates; but, nevertheless, on the written request of the Corporation or any successor trustee, such predecessor trustee shall, upon payment of any amounts then due pursuant to Section 8.06 hereof, duly assign, transfer and deliver to such successor trustee all property and money held by such predecessor trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor trustee relates. Upon request of any such successor trustee, the Corporation shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights, powers and trusts referred to in the two preceding sentences. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.06. No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11, the Company Corporation shall mail notice of the succession of such trustee hereunder to all holders of Securities of the Registered Holders of such series affected as the names and addresses of such Holders shall holders appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentCorporation. If the Company Corporation fails to mail such notice in the prescribed manner within 10 30 days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyCorporation.

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 7.10 shall execute, acknowledge and deliver to the Company Company, the Parent Guarantor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company Company, the Parent Guarantor or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.067.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to act and shall assign, transfer and deliver to such successor or trustee all property and money held by such trustee so ceasing to act. Upon request of any such successor trustee, the Company and the Parent Guarantor shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.067.06. In case of the appointment hereunder of a successor trustee with respect to the Securities of any one or more (but not all) series, the Company, the Parent Guarantor and the predecessor trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 7.08 and eligible under the provisions of Section 8.097.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11Section, the Company shall mail give notice of the succession of such trustee hereunder (a) if any Unregistered Securities of a series affected are then Outstanding, to all the Registered Holders thereof, by publication of such series as the names and addresses of such Holders shall appear on the registry books of the Company and shall publish notice of such event at least once in an Authorized Newspaper in the Place Borough of PaymentManhattan, The City of New York, (b) if any Unregistered Securities of a series affected are then Outstanding, to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 5.04, by mailing such notice to such Holders at such addresses as were so furnished to the Trustee (and the Trustee shall make such information available to the Company for such purpose) and (c) to the Holders of Registered Securities of each series affected, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the Company fails to mail such notice in the prescribed manner within 10 ten days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed so given at the expense of the Company.

Acceptance by Successor Trustee. Any In the case of the appointment hereunder of a successor trustee with respect to all Securities, any successor trustee so appointed as provided in Section 8.10 shall execute, acknowledge and deliver to the Company Corporation and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to act. Upon request of any successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.06. In case of the appointment hereunder of a successor trustee with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain , (1) shall contain such provisions as shall be necessary or desirable to transfer and vest in, or confirm to, and vest in each successor trustee all of the rights, powers powers, duties and duties obligations of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring predecessor trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts duties and duties obligations of the predecessor trustee with respect to the Securities of any that or those series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee trustee, and (3) shall add to or change any of the provisions of this the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the predecessor trustee shall become effective to the extent provided therein and each such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates; but, nevertheless, on the written request of the Corporation or any successor trustee, such predecessor trustee shall, upon payment of any amounts then due to it pursuant to Section 8.06 hereof, duly assign, transfer and deliver to such successor trustee all property and money held by such predecessor trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor trustee relates. Upon request of any such successor trustee, the Corporation shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights, powers and trusts referred to in the two preceding sentences. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.06. No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11, the Company Corporation shall mail notice of the succession of such trustee hereunder to all holders of Securities of the Registered Holders of such series affected as the names and addresses of such Holders shall holders appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentCorporation. If the Company Corporation fails to mail such notice in the prescribed manner within 10 30 days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyCorporation.

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to act. Upon request of any successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.06. In case of the appointment hereunder of a successor trustee with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11, the Company shall mail notice of the succession of such trustee hereunder to all the Registered Holders of such series as the names and addresses of such Holders shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of Payment. If the Company fails to mail such notice in the prescribed manner within 10 days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.10 6.9 shall execute, acknowledge and deliver to the Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as the Debentures of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.066.6, execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers and trusts with respect to any series of Securities of the trustee Trustee so ceasing to actact and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee thereunder. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee Trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 8.066.6. In case of the appointment hereunder of If a successor trustee with respect to the Securities of any one or more (but not all) seriesTrustee is appointed, the Company, the predecessor trustee retiring Trustee and each the successor trustee with respect to the Securities of any applicable series Trustee shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Securities of any series Debentures as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts Trust hereunder by more than one trusteeTrustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees Trustees co-trustees of the same trust and that each such trustee Trustee shall be trustee Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trusteeTrustee. Center Bancorp, Inc./Indenture/Floating Rate No successor trustee Trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.096.8. In no event shall a retiring Trustee be liable for the acts or omissions of any successor Trustee hereunder. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.116.10, the Company shall mail notice of the succession of such trustee Trustee hereunder to all the Registered Holders holders of such series Debentures at their addresses as the names and addresses of such Holders they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentDebenture Register. If the Company fails to mail such notice in the prescribed manner within 10 days Business Days after the acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee Trustee with respect to all series of Securities appointed as provided in Section 8.10 7.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee with respect to all or any applicable series shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, trusts and duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.067.06, execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers and trusts with respect to any such series of Securities of the trustee Trustee so ceasing to act. Upon the request of any such successor trusteeTrustee, the Company shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee Trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee Trustee or any successor Trustee to secure any amounts then due it pursuant to the provisions of Section 8.06. In case of the appointment hereunder of a successor trustee with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain 7.06. (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in in, each successor trustee Trustee all of the rights, powers powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Securities of that or those such series to which the appointment of such successor trustee Trustee relates, (2) if the retiring trustee Trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Securities of any such series as to which the predecessor trustee retiring Trustee is not retiring shall continue to be vested in the predecessor trustee retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees Trustees co-trustees Trustees of the same trust and that each such trustee Trustee shall be trustee Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trusteeTrustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of such series to which the appointment of such successor Trustee relates; but, on written request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of such series to which the appointment of such successor Trustee relates. No successor trustee Trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified under the provisions of Section 8.08 7.08 and eligible under the provisions of Section 8.097.09. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.11Section, the successor Trustee shall at the expense of the Company shall mail transmit notice of the succession of such trustee Trustee hereunder to all the Registered Holders holders of such Securities of any applicable series as the names and addresses of such Holders shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place manner and to the extent provided in subsection (c) of Payment. If the Company fails Section 5.04 with respect to mail such notice in the prescribed manner within 10 days after the acceptance reports pursuant to subsection (a) of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Companysaid Section 5.04.

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 7.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with 50 43 respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.067.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.067.06. In case of the appointment hereunder of a successor trustee with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee Trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee Trustee with respect to the Securities of any series as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 7.08 and eligible under the provisions of Section 8.097.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11Section, the Company shall mail give notice of the succession of such trustee hereunder (a) if any Unregistered Securities of a series affected are then Outstanding, to all the Registered Holders thereof, by publication of such series as the names and addresses of such Holders shall appear on the registry books of the Company and shall publish notice of such event at least once in an Authorized Newspaper in the Place Borough of PaymentManhattan, The City of New York and at least once in an Authorized Newspaper in London (and, if required by Section 4.04, at least once in an Authorized Newspaper in Luxembourg), (b) if any Unregistered Securities of a series affected are then Outstanding, to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 5.04, by mailing such notice to such Holders at such addresses as were so furnished to the Trustee (and the Trustee shall make such information available to the Company for such purpose) and (c) to the Holders of Registered Securities of each series affected, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the Company fails to 51 44 mail such notice in the prescribed manner within 10 ten days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed so given at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee Trustee with respect to all series of Securities appointed as provided in Section 8.10 7.10 shall execute, acknowledge and deliver to the Company Corporation and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee with respect to all or any applicable series shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, trusts and duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company Corporation or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.067.6, execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers and trusts with respect to any such series of Securities of the trustee Trustee so ceasing to act. Upon the request of any such successor trusteeTrustee, the Company Corporation shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee Trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee Trustee or any successor Trustee to secure any amounts then due it pursuant to the provisions of Section 8.067.6. In case of the appointment hereunder of a successor trustee Trustee with respect to the Securities of any one or more (but not all) series, the CompanyCorporation, the predecessor trustee retiring Trustee and each successor trustee Trustee with respect to the Securities of any applicable such series shall execute and deliver an indenture supplemental hereto wherein each successor trustee Trustee shall accept such appointment and which shall contain (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in in, each successor trustee Trustee all of the rights, powers powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Securities of that or those such series to which the appointment of such successor trustee Trustee relates, (2) if the retiring trustee Trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Securities of any such series as to which the predecessor trustee retiring Trustee is not retiring shall continue to be vested in the predecessor trustee retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteemultiple Trustees, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees Trustees co-trustees Trustees of the same trust and that each such trustee Trustee shall be trustee Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trusteeTrustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of such series to which the appointment of such successor Trustee relates; but, on written request of the Corporation or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of such series to which the appointment of such successor Trustee relates. No successor trustee Trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified under the provisions of Section 8.08 7.8 and eligible under the provisions of Section 8.097.9. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.11Section, the Company successor Trustee shall mail at the expense of the Corporation transmit notice of the succession of such trustee Trustee hereunder to all the Registered Holders holders of such Securities of any applicable series as the names and addresses of such Holders shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place manner and to the extent provided in subsection (c) of Payment. If the Company fails Section 5.4 with respect to mail such notice in the prescribed manner within 10 days after the acceptance reports pursuant to subsection (a) of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Companysaid Section 5.4.

Acceptance by Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.10 6.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee retiring Trustee with respect to all or any applicable series shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.066.06, execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers and trusts with respect to any series of Securities of the trustee Trustee so ceasing to actact and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such 37 45 retiring Trustee thereunder. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee Trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 8.066.06. In case of the appointment hereunder of If a successor trustee Trustee is appointed with respect to the Debt Securities of any one or more (but not all) series, the Company, the predecessor trustee retiring Trustee and each successor trustee Trustee with respect to the Debt Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Debt Securities of any series as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts Trust hereunder by more than one trusteeTrustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees Trustees co-trustees of the same trust and that each such trustee Trustee shall be trustee Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trusteeTrustee. No successor trustee Trustee shall accept appointment as provided in this Section 8.11 6.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified under the provisions of Section 8.08 6.08 and eligible under the provisions of Section 8.096.09. In no event shall a retiring Trustee be liable for the acts or omissions of any successor Trustee hereunder. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.116.11, the Company shall mail notice of the succession of such trustee Trustee hereunder to all the Registered Holders holders of such Debt Securities of any applicable series at their addresses as the names and addresses of such Holders they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentDebt Security Register. If the Company fails to mail such notice in the prescribed manner within 10 days ten Business Days after the acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.10 6.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee retiring Trustee with respect to all or any applicable series shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.066.06, execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers and trusts with respect to any series of Securities of the trustee Trustee so ceasing to actact and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee thereunder. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee Trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 8.066.06. In case of the appointment hereunder of If a successor trustee Trustee is appointed with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee retiring Trustee and each successor trustee Trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Securities of any series as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts Trustee hereunder by more than one trusteeTrustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees Trustees co-trustees Trustees of the same trust and that each such trustee Trustee shall be trustee Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trusteeTrustee. No successor trustee Trustee shall accept appointment as provided in this Section 8.11 6.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified under the provisions of Section 8.08 6.08 and eligible under the provisions of Section 8.096.09. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.116.11, the Company shall mail notice of the succession of such trustee Trustee hereunder to all the Registered Holders holders of such Securities of any applicable series at their addresses as the names and addresses of such Holders they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentSecurity register. If the Company fails to mail such notice in the prescribed manner within 10 days after the acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance by Successor Trustee. Any In the case of the appointment hereunder of a successor trustee with respect to all Securities, any successor trustee so appointed as provided in Section 8.10 shall execute, acknowledge and deliver to the Company Corporation and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to act. Upon request of any successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.06. In case of the appointment hereunder of a successor trustee with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain 49 42 (1) shall contain such provisions as shall be necessary or desirable to transfer and vest in, or confirm to, and vest in each successor trustee all of the rights, powers powers, duties and duties obligations of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring predecessor trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts duties and duties obligations of the predecessor trustee with respect to the Securities of any that or those series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee trustee, and (3) shall add to or change any of the provisions of this the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the predecessor trustee shall become effective to the extent provided therein and each such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates; but, nevertheless, on the written request of the Corporation or any successor trustee, such predecessor trustee shall, upon payment of any amounts then due to it pursuant to Section 8.06 hereof, duly assign, transfer and deliver to such successor trustee all property and money held by such predecessor trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor trustee relates. Upon request of any such successor trustee, the Corporation shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights, powers and trusts referred to in the two preceding sentences. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.06. No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under pursuant to the provisions of Section 8.08 and eligible under the provisions of Section 8.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11, the Company Corporation shall mail notice of the succession of such trustee hereunder to all holders of Securities of the Registered Holders of such series affected as the names and addresses of such Holders shall holders appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentCorporation. If the Company Corporation fails to mail such notice in the prescribed manner 50 43 within 10 ten days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyCorporation.

Acceptance by Successor Trustee. Any successor trustee with respect to all Securities appointed as provided in Section 8.10 7.09 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment (or due provision therefor) of any amounts then due it pursuant to the provisions of Section 8.067.05, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any such series of Securities of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust of trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.06. In case of the appointment hereunder of a successor trustee with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee7.05. No successor trustee shall accept appointment as provided in this Section 8.11 7.10 unless at the time of such acceptance such successor trustee shall be qualified under the provisions requirements of Section 8.08 the Trust Indenture Act of 1939 and eligible under the provisions of Section 8.097.07. Upon acceptance of appointment by a successor trustee with respect to any series as provided in this Section 8.117.10, the Company shall mail notice of the succession of such trustee hereunder to all the Registered Holders holders of such each series of Securities affected at their addresses as the names and addresses of such Holders they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentSecurity Register. If the Company fails to mail such notice in the prescribed manner within 10 ten days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 7.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to any or all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment (or due provision therefor) of any amounts then due it pursuant to the provisions of Section 8.067.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any such series of Securities of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.067.06. In case of the appointment hereunder of a successor trustee with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee with respect to a series of Securities shall accept appointment as provided in this Section 8.11 7.11 unless at the time of such acceptance such successor trustee shall shall, with respect to such series, be qualified under Section 310 (b) of the provisions Trust Indenture Act of Section 8.08 1939 and eligible under the provisions of Section 8.097.09. Upon acceptance of appointment by a successor trustee with respect to any series as provided in this Section 8.117.11, the Company shall mail notice of the succession of such trustee hereunder to all the Registered Holders holders of Securities of such series at their addresses as the names and addresses of such Holders they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentCompany. If the Company fails to mail such notice in the prescribed manner within 10 ten days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 7.09 [Resignation or Removal of Trustee] shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.067.06 [Compensation and Expenses of Trustee], execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon senior claim to which the Notes are hereby made subordinate on all money or property or 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 8.06. In case 7.06 [Compensation and Expenses of the appointment hereunder of a successor trustee with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trusteeTrustee]. No successor trustee shall accept appointment as provided in this Section 8.11 7.10 [Acceptance by Successor Trustee] unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.097.08 [Eligibility of Trustee]. Upon acceptance of appointment by a successor trustee as provided in this Section 8.117.10 [Acceptance by Successor Trustee], each of the Company and the successor trustee, at the written direction and at the expense of the Company shall mail deliver or cause to be delivered notice of the succession of such trustee hereunder to all the Registered Holders of such series as the names and addresses of such Holders shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentHolders. If the Company fails to mail deliver such notice in the prescribed manner within 10 ten days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed delivered at the expense of the Company. Section 7.11.

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 6.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor retiring trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.066.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to actact and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring trustee thereunder. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.066.06. In case of the appointment hereunder of If a successor trustee is appointed with respect to the Securities of any one or more (but not all) series, the Company, the predecessor retiring trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor retiring trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts trustee hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-co- trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee shall accept appointment as provided in this Section 8.11 6.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 6.08 and eligible under the provisions of Section 8.096.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.116.11, the Company shall mail notice of the succession of such trustee hereunder to all the Registered Holders holders of such Securities of any applicable series at their addresses as the names and addresses of such Holders they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentSecurity register. If the Company fails to mail such notice in the prescribed manner within 10 days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee Trustee ------------------------------- appointed as provided in Section 8.10 7.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee with respect to any or all or any applicable series shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall, upon payment (or due provision therefor) of any amounts then due it pursuant to the provisions of Section 8.067.06, execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers and trusts with respect to any such series of Securities of the trustee Trustee so ceasing to act. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee Trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.06. In case of the appointment hereunder of a successor trustee Trustee with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee Trustee and each successor trustee Trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee Trustee with respect to the Securities of any series as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Third Amended and Restated Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees Trustees co-trustees Trustees of the same trust and that each such trustee Trustee shall be trustee Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trusteeTrustee. No successor trustee Trustee with respect to a series of Securities shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11, the Company shall mail notice of the succession of such trustee hereunder to all the Registered Holders of such series as the names and addresses of such Holders shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of Payment. If the Company fails to mail such notice in the prescribed manner within 10 days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.this

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 7.09 shall execute, acknowledge and deliver to the Company and the Guarantor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any the applicable series Securities shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the predecessor trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.067.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to actpredecessor trustee. Upon request of any such successor trustee, the Company and the Guarantor shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee trustee, including the initial Trustee, ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.067.06. In case of the appointment hereunder of a successor trustee with respect to the Securities of any one or more certain (but not all) seriesSecurities hereunder, the Company, the Guarantor, the predecessor trustee Trustee and each successor trustee with respect to the applicable Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee Trustee with respect to the Securities of any series as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09this Article Seven. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11Section, the Company shall mail provide notice of the succession of such trustee hereunder to all the Registered Holders of such series as the names and addresses of such Holders shall appear on the registry books holders of the Company and shall publish notice of such event once in an Authorized Newspaper applicable Securities in the Place of Paymentmanner described in Section 16.04. If the Company fails to mail provide such notice in the prescribed manner within 10 ten days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed provided in the manner described in Section 16.04 at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 11.11 shall execute, acknowledge and deliver to the Company Company, the Guarantors and to its such trustee’s predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company Company, a Guarantor or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts amount then due it pursuant to the provisions of Section 8.0611.07, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to act. Upon request of any such successor trustee, the Company and each of the Guarantors shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or 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 8.06. In case of the appointment hereunder of a successor trustee with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee11.07. No successor trustee shall accept appointment as provided in this Section 8.11 unless 11.12 unless, at the time of such acceptance acceptance, such successor trustee shall be qualified under the provisions of Section 8.08 11.09 and be eligible under the provisions of Section 8.0911.10. Upon acceptance of appointment by a successor trustee as provided in this Section 8.1111.12, the Company (or the former trustee, at the written direction of the Company) shall mail give or cause to be given notice of the succession of such trustee hereunder to all the Registered Holders of such series as the names and addresses of such Holders shall appear on the registry books of the Company and shall publish notice of such event once Notes in an Authorized Newspaper in the Place of Paymentaccordance with Section 12.08(c). If the Company fails to mail give such notice in the prescribed manner within 10 ten (10) days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed given at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 6.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.066.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, shall nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.066.06. In case of the appointment hereunder of If a successor trustee is appointed with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts trustee hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee shall accept appointment as provided in this Section 8.11 6.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 6.08 and eligible under the provisions of Section 8.096.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.116.11, the Company shall mail notice of the succession of such trustee hereunder to all the Registered Holders holders of such Securities of any applicable series at their addresses as the names and addresses of such Holders they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentSecurity register. If the Company fails to mail such notice in the prescribed manner within 10 days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 7.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the predecessor trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.067.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to actpredecessor trustee. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee trustee, including the initial Trustee, ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.067.06. In case of the appointment hereunder of a successor trustee with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee Trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee Trustee with respect to the Securities of any series as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee and that no trustee will be responsible for any notice given to, or received by, or any act or failure to act on the part of any other trustee hereunder, and, upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring trustee will become effective to the extent provided therein, such retiring trustee will have no further responsibility for the exercise of rights and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture with respect to the Securities other than as hereinafter expressly set forth, and such successor trustee, without any further act, deed or conveyance, will become vested with all the rights, powers, trusts and duties of the retiring trustee with respect to the Securities; but, on request of the Company or such successor trustee, such retiring trustee, upon payment of its charges with respect to the Securities and subject to Section 12.02 will duly assign, transfer and deliver to such successor trustee, to the extent contemplated by such supplemental indenture, the property and money held by such retiring trustee hereunder with respect to the Securities, subject to its claim, if any, provided for in Section 7.06. No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09this Article 7. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11Section, the Company shall mail notice of the succession of such trustee hereunder to all the Registered Holders holders of such Securities of any applicable series as the names and addresses of such Holders holders shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of Paymentbooks. If the Company fails to mail such notice in the prescribed manner within 10 ten days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be so mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.10 6.09 shall execute, acknowledge and deliver to the Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as the Debt Securities of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall, upon payment of any the amounts then due it pursuant to the provisions of Section 8.066.06, execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers and trusts with respect to any series of Securities of the trustee Trustee so ceasing to actact and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee Trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 8.066.06. In case of the appointment hereunder of If a successor trustee with respect to the Securities of any one or more (but not all) seriesTrustee is appointed, the Company, the predecessor trustee retiring Trustee and each the successor trustee with respect to the Securities of any applicable series Trustee shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Debt Securities of any series as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts Trust hereunder by more than one trusteeTrustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees Trustees co-trustees of the same trust and that each such trustee Trustee shall be trustee Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11, the Company shall mail notice of the succession of such trustee hereunder to all the Registered Holders of such series as the names and addresses of such Holders shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of Payment. If the Company fails to mail such notice in the prescribed manner within 10 days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyTrustee.

Acceptance by Successor Trustee. Any successor trustee Trustee with respect to all series of Securities appointed as provided in Section 8.10 7.10 shall execute, acknowledge and deliver to the Company Company, the Parent Guarantor and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee Trustee with respect to all or any applicable series shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, trusts and duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company Company, the Parent Guarantor, or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.067.06, execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers and trusts with respect to any such series of Securities of the trustee Trustee so ceasing to act. Upon the request of any such successor trusteeTrustee, the Company and the Parent Guarantor shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee Trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee Trustee or any successor Trustee to secure any amounts then due it pursuant to the provisions of Section 8.067.06. In case of the appointment hereunder of a successor trustee Trustee with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee Parent Guarantor, the retiring Trustee and each successor trustee Trustee with respect to the Securities of any applicable such series shall execute and deliver an indenture supplemental hereto wherein each successor trustee Trustee shall accept such appointment and which shall contain (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in in, each successor trustee Trustee all of the rights, powers powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Securities of that or those such series to which the appointment of such successor trustee Trustee relates, (2) if the retiring trustee Trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Securities of any such series as to which the predecessor trustee retiring Trustee is not retiring shall continue to be vested in the predecessor trustee retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees Trustees co-trustees Trustees of the same trust and that each such trustee Trustee shall be trustee Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trusteeTrustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of such series to which the appointment of such successor Trustee relates; but, on written request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of such series to which the appointment of such successor Trustee relates. No successor trustee Trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified under the provisions of Section 8.08 7.08 and eligible under the provisions of Section 8.097.09. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.11Section, the successor Trustee shall at the expense of the Company shall mail transmit notice of the succession of such trustee Trustee hereunder to all the Registered Holders holders of such Securities of any applicable series as the names and addresses of such Holders shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place manner and to the extent provided in subsection (c) of Payment. If the Company fails Section 5.04 with respect to mail such notice in the prescribed manner within 10 days after the acceptance reports pursuant to subsection (a) of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Companysaid Section 5.04.

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 7.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee herein; herein; but, nevertheless, on the written request of the Company or of the successor trustee, the predecessor trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.067.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to actpredecessor trustee. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee trustee, including the initial Trustee, ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.067.06. In case of the appointment hereunder of a successor trustee with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee Trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee Trustee with respect to the Securities of any series as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09this Article 7. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11Section, the Company shall mail notice of the succession of such trustee hereunder to all the Registered Holders holders of such Securities of any applicable series as the names and addresses of such Holders holders shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of Paymentbooks. If the Company fails to mail such notice in the prescribed manner within 10 ten days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be so mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 7.08 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to any or all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company Company, or of the successor trustee, the trustee ceasing to 22 act shall, upon payment (or due provision therefor) of any amounts then due it pursuant to the provisions of Section 8.067.05, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any such series of Securities of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.067.05. In case of the appointment hereunder of a successor trustee with respect to the Debt Securities of any one or more (but not all) series, the Company, the predecessor trustee and each successor trustee with respect to the Debt Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Debt Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee with respect to a series of Debt Securities shall accept appointment as provided in this Section 8.11 7.09 unless at the time of such acceptance such successor trustee shall shall, with respect to such series, be qualified under the provisions requirements of Section 8.08 the Trust Indenture Act of 1939 and eligible under the provisions of Section 8.097.07. Upon acceptance of appointment by a successor trustee with respect to any series as provided in this Section 8.117.09, the Company shall mail notice of the succession of such trustee hereunder to all the Registered Holders of Debt Securities of such series at their addresses as the names and addresses of such Holders they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentCompany. If the Company fails to mail such notice in the prescribed manner within 10 ten days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 7.09 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to any or all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment (or due provision therefor) of any amounts then due it pursuant to the provisions of Section 8.067.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any such series of Securities of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order to more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.067.06. In case of the appointment hereunder of a successor trustee with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee with respect to a series of Securities shall accept appointment as provided in this Section 8.11 7.10 unless at the time of such acceptance such successor trustee shall shall, with respect to such series, be qualified under Section 310(b) of the provisions Trust Indenture Act of Section 8.08 1939 and eligible under the provisions of Section 8.097.08. Upon acceptance of appointment by a successor trustee with respect to any series as provided in this Section 8.117.10, the Company shall mail notice of the succession of such trustee hereunder to all the Registered Holders holders of Securities of such series at their addresses as the names and addresses of such Holders they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentCompany. If the Company fails to mail such notice in the prescribed manner within 10 ten days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, shall upon payment of any amounts then due it pursuant to the provisions of Section 8.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to act. Upon request of any successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.06. In case of the appointment hereunder of a successor trustee with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11, the Company shall mail notice of the succession of such trustee hereunder to all the Registered Holders of such series as the names and addresses of such Holders shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of Payment. If the Company fails to mail such notice in the prescribed manner within 10 days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.10 6.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee retiring Trustee with respect to all or any applicable series shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.066.06, execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers and trusts with respect to any series of Securities of the trustee Trustee so ceasing to actact and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee thereunder. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee Trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 8.066.06. In case of the appointment hereunder of If a successor trustee Trustee is appointed with respect to the Debt Securities of any one or more (but not all) series, the Company, the predecessor trustee retiring Trustee and each successor trustee Trustee with respect to the Debt Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Debt Securities of any series as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts Trust hereunder by more than one trusteeTrustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees Trustees co-trustees of the same trust and that each such trustee Trustee shall be trustee Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trusteeTrustee. No successor trustee Trustee shall accept appointment as provided in this Section 8.11 6.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified under the provisions of Section 8.08 6.08 and eligible under the provisions of Section 8.096.09. In no event shall a retiring Trustee be liable for the acts or omissions of any successor Trustee hereunder. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.116.11, the Company shall mail notice of the succession of such trustee Trustee hereunder to all the Registered Holders holders of such Debt Securities of any applicable series at their addresses as the names and addresses of such Holders they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentDebt Security Register. If the Company fails to mail such notice in the prescribed manner within 10 days ten Business Days after the acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.10 6.9 shall execute, acknowledge and deliver to the Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as the Debentures of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.066.6, execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers and trusts with respect to any series of Securities of the trustee Trustee so ceasing to actact and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee thereunder. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee Trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee Trustee to secure any amounts then due .due it pursuant to the provisions of Section 8.066.6. In case of the appointment hereunder of If a successor trustee with respect to the Securities of any one or more (but not all) seriesTrustee is appointed, the Company, the predecessor trustee retiring Trustee and each the successor trustee with respect to the Securities of any applicable series Trustee shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Securities of any series Debentures as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts Trust hereunder by more than one trusteeTrustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees Trustees co-trustees of the same trust and that each such trustee Trustee shall be trustee Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trusteeTrustee. No successor trustee Trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.096.8. In no event shall a retiring Trustee be liable for the acts or omissions of any successor Trustee hereunder. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.116.10, the Company shall mail notice of the succession of such trustee Trustee hereunder to all the Registered Holders holders of such series Debentures at their addresses as the names and addresses of such Holders they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentDebenture Register. If the Company fails to mail such notice in the prescribed manner within 10 days Business Days after the acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.10 6.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee retiring Trustee with respect to all or any applicable series shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.066.06, execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers and trusts with respect to any series of Securities of the trustee Trustee so ceasing to actact and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee thereunder. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee Trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 8.066.06. In case of the appointment hereunder of If a successor trustee Trustee is appointed with respect to the Debt Securities of any one or more (but not all) series, the Company, the predecessor trustee retiring Trustee and each successor trustee Trustee with respect to the Debt Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11, the Company shall mail notice of the succession of such trustee hereunder to all the Registered Holders of such series as the names and addresses of such Holders shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of Payment. If the Company fails to mail such notice in the prescribed manner within 10 days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.indenture

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien claim upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.06. In case of the appointment hereunder of If a successor trustee is appointed with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee Trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee Trustee with respect to the Securities of any series as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts trust hereunder by more provided than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11, the Company shall mail notice of the succession of such trustee hereunder to all the Registered Holders holders of such Securities of any applicable series at their addresses as the names and addresses of such Holders they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentSecurities register. If the Company fails to mail such notice in the prescribed manner within 10 ten days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.10 6.9 shall execute, acknowledge and deliver to the Company Company, the Guarantor and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as the Debentures of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company Company, the Guarantor or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.066.6, execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers and trusts with respect to any series of Securities of the trustee Trustee so ceasing to actact and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee thereunder. Upon request of any such successor trusteeTrustee, the Company and the Guarantor shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee Trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 8.066.6. In case of the appointment hereunder of If a successor trustee with respect to the Securities of any one or more (but not all) seriesTrustee is appointed, the Company, the predecessor trustee Guarantor, the retiring Trustee and each the successor trustee with respect to the Securities of any applicable series Trustee shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Securities of any series Debentures as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts Trust hereunder by more than one trusteeTrustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees Trustees co-trustees of the same trust and that each such trustee Trustee shall be trustee Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trusteeTrustee. No successor trustee Trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.096.8. In no event shall a retiring Trustee be liable for the acts or omissions of any successor Trustee hereunder. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.116.10, the Company shall mail notice of the succession of such trustee Trustee hereunder to all the Registered Holders holders of such series Debentures at their addresses as the names and addresses of such Holders they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentDebenture Register. If the Company fails to mail such notice in the prescribed manner within 10 days Business Days after the acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 7.10 shall execute, acknowledge and deliver to the Company Corporation and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company Corporation or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.067.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to act. Upon request of any such successor trustee, the Company Corporation shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.067.06. In case of the appointment hereunder of a successor trustee Trustee with respect to the Debt Securities of any one or more (but not all) series, the Company, the predecessor trustee retiring Trustee and each successor trustee Trustee with respect to the Debt Securities of any applicable one or more series shall execute and deliver an indenture supplemental hereto hereto, pursuant to Article Ten hereof, wherein each successor trustee Trustee shall accept such appointment and which shall contain (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in in, each successor trustee Trustee all of the rights, powers powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Debt Securities of that or those series to which the appointment of such successor trustee Trustee relates, (2) if the retiring trustee Trustee is not retiring with respect to all Debt Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Debt Securities of any that or those series as to which the predecessor trustee retiring Trustee is not retiring shall continue to be vested in the predecessor trustee retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees Trustees co-trustees of the same trust and that each such trustee Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trusteeTrustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Debt Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 7.08 and eligible under the provisions of Section 8.097.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11Section, the Company Corporation shall mail give notice of the succession of such trustee hereunder to all the Registered Holders of Debt Securities of each series affected, by mailing such series as the names and addresses of notice to such Holders at their addresses as they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentDebt Security Register. If the Company Corporation fails to mail such notice in the prescribed manner within 10 days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed so given at the expense of the CompanyCorporation.

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 7.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series or Tranches shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.067.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a remain the beneficiary of the lien upon all property or funds held or collected by such trustee to secure any amounts then due it of the Trustee pursuant to the provisions of Section 8.067.06. In case of the appointment hereunder of a successor trustee with respect to the Securities Notes of any one or more (but not all) series or Tranches of a series, the Company, the predecessor trustee Trustee and each successor trustee with respect to the Securities Notes of any applicable series or Tranche shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee Trustee with respect to the Securities Notes of any series or Tranche as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. The Trustee shall not be liable for the acts or omissions of any successor trustee. No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 7.08 and eligible under the provisions of Section 8.097.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11Section, the Company shall mail give notice of the succession of such trustee hereunder to all the Registered Holders holders of such Notes of any applicable series as the names and addresses of such Holders shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper or Tranche in the Place of Paymentmanner provided in Section 1.02. If the Company fails to mail give such notice in the prescribed manner within 10 ten days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed so given at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 6.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.066.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.066.06. In case of the appointment hereunder of If a successor trustee is appointed with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts trustee hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee shall accept appointment as provided in this Section 8.11 6.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 6.08 and eligible under the provisions of Section 8.096.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.116.11, the Company shall mail notice of the succession of such trustee hereunder to all the Registered Holders holders of such Securities of any applicable series at their addresses as the names and addresses of such Holders they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentSecurity register. If the Company fails to mail such notice in the prescribed manner within 10 days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 8.10 7.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the predecessor trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.067.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to actpredecessor trustee. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee trustee, including the initial Trustee, ceasing to act shall, nevertheless, retain a lien Lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.067.06. The retiring or removed Trustee shall have no responsibility or liability for the action or inaction of any successor Trustee. In case of the appointment hereunder of a successor trustee with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee Trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an a supplemental indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee Trustee with respect to the Securities of any series as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09this Article 7. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11Section, the Company shall mail notice of the succession of such trustee hereunder to all the Registered Holders holders of such Securities of any applicable series as the names and addresses of such Holders holders shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of Paymentbooks. If the Company fails to mail such notice in the prescribed manner within 10 ten days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be so mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.10 6.9 shall execute, acknowledge aclaiowledge and deliver to the Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as the Debt Securities of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.066.6, execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers and trusts with respect to any series of Securities of the trustee Trustee so ceasing to actact and shall duly assign, transfer:and deliver to such successor Trustee all property and money held by such retiring Trustee thereunder. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee Trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 8.066.6. In case of the appointment hereunder of If a successor trustee with respect to the Securities of any one or more (but not all) seriesTrustee is appointed, the Company, the predecessor trustee retiring Trustee and each the successor trustee with respect to the Securities of any applicable series Trustee shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Debt Securities of any series as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts Trust hereunder by more than one trusteeTrustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees Trustees co-trustees of the same trust and that each such trustee Trustee shall be trustee Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trusteeTrustee. No successor trustee Trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.096.8. In no event shall a retiring Trustee be liable for the acts or omissions of any successor Trustee hereunder. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.116.10, the Company shall mail notice of the succession of such trustee Trustee hereunder to all the Registered Holders holders of such series Debt Securities at their addresses as the names and addresses of such Holders they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentDebt Security Register. If the Company fails to mail such notice in the prescribed manner within 10 days Business Days after the acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the Company.

Acceptance by Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.10 6.09 shall execute, acknowledge and deliver to the Company Company, the Guarantor and to its predecessor trustee Trustee an instrument accepting indenture supplemental hereto which shall contain such appointment hereunderprovisions as shall be deemed necessary or desirable to confirm that all of the rights, powers, trusts and duties of the retiring Trustee shall be vested in the successor Trustee, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as the Debt Securities of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company Company, the Guarantor or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall, upon payment of any the amounts then due it pursuant to the provisions of Section 8.066.06, execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers and trusts with respect to any series of Securities of the trustee Trustee so ceasing to actact and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Upon request of any such successor trusteeTrustee, the Company and the Guarantor shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee Trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 8.06. In case of the appointment hereunder of a successor trustee with respect to the Securities of any one or more (but not all) series, the Company, the predecessor trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee6.06. No successor trustee Trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee Trustee shall be eligible and qualified under the provisions of Section 8.08 and eligible under 6.08. In no event shall a retiring Trustee be liable for the provisions acts or omissions of Section 8.09any successor Trustee hereunder. Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 8.11Section, the Company and the Guarantor shall mail notice of the succession of such trustee Trustee hereunder to all the Registered Holders holders of such series Debt Securities at their addresses as the names and addresses of such Holders they shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentDebt Security Register. If the Company fails and the Guarantor fail to mail such notice in the prescribed manner within 10 days ten Business Days after the acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the CompanyCompany and the Guarantor.

Acceptance by Successor Trustee. Any In the case of the appointment hereunder of a successor trustee with respect to all Securities, any successor trustee so appointed as provided in Section 8.10 shall execute, acknowledge and deliver to the Company Corporation and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company Corporation or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers and trusts with respect to any series of Securities of the trustee so ceasing to act. Upon request of any successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.06. In case of the appointment hereunder of a successor trustee with respect to the Securities of any one or more (but not all) series, the CompanyCorporation, the predecessor trustee and each successor trustee with respect to the Securities of any applicable one or more series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) shall contain such provisions as shall be necessary or desirable to transfer and vest in, or confirm to, and vest in each successor trustee all of the rights, powers powers, duties and duties obligations of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring predecessor trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts duties and duties obligations of the predecessor trustee with respect to the Securities of any that or those series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee trustee, and (3) shall add to or change any of the provisions of this the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the predecessor trustee shall become effective to the extent provided therein and each such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates; but, nevertheless, on the written request of the Corporation or any successor trustee, such predecessor trustee shall, upon payment of any amounts then due to it pursuant to Section 8.06 hereof, duly assign, transfer and deliver to such successor trustee all property and money held by such predecessor trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor trustee relates. Upon request of any such successor trustee, the Corporation shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights, powers and trusts referred to in the two preceding sentences. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 8.06. No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11, the Company Corporation shall mail notice of the succession of such trustee hereunder to all holders of Securities of the Registered Holders of such series affected as the names and addresses of such Holders shall holders appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of PaymentCorporation. If the Company Corporation fails to mail such notice in the prescribed manner within 10 30 days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the CompanyCorporation.

Acceptance by Successor Trustee. Any successor trustee Trustee appointed as provided in Section 8.10 6.09 shall execute, acknowledge and deliver to the Company and to its predecessor trustee Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations with respect to such series as the Debt Securities of its predecessor hereunder, with like effect as if originally named as trustee Trustee herein; but, nevertheless, on the written request of the Company or of the successor trusteeTrustee, the trustee Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.066.06, execute and deliver an instrument transferring to such successor trustee Trustee all the rights and powers and trusts with respect to any series of Securities of the trustee Trustee so ceasing to actact and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee thereunder. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments in writing in order for more fully and certainly to vest vesting in and confirm confirming to such successor trustee Trustee all such rights and powers. Any trustee Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee Trustee to secure any amounts then due it pursuant to the provisions of Section 8.066.06. In case of the appointment hereunder of If a successor trustee with respect to the Securities of any one or more (but not all) seriesTrustee is appointed, the Company, the predecessor trustee retiring Trustee and each the successor trustee with respect to the Securities of any applicable series Trustee shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall contain (1) such provisions as shall be necessary or desirable to transfer and confirm to, and vest in each successor trustee all of the rights, powers and duties of the predecessor trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates, (2) if the retiring trustee is not retiring with respect to all Securities, it shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee retiring Trustee with respect to the Debt Securities of any series as to which the predecessor trustee Trustee is not retiring shall continue to be vested in the predecessor trustee Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts Trust hereunder by more than one trusteeTrustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 8.08 and eligible under the provisions of Section 8.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11, the Company shall mail notice of the succession of such trustee hereunder to all the Registered Holders of such series as the names and addresses of such Holders shall appear on the registry books of the Company and shall publish notice of such event once in an Authorized Newspaper in the Place of Payment. If the Company fails to mail such notice in the prescribed manner within 10 days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company.being