Common use of Appointment, Removal and Resignation Clause in Contracts

Appointment, Removal and Resignation. of Preferred Guarantee ----------------------------------------------------------- Trustees -------- (a) Subject to Section 4.2(b), the Preferred Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor. (b) The Preferred Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Guarantee Trustee appointed to office shall hold office until a Successor Preferred Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Guarantee Trustee. (d) If no Successor Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of resignation, the resigning Preferred Guarantee Trustee may petition any court of competent jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Guarantee Trustee.

Appointment, Removal and Resignation. of Preferred Guarantee ----------------------------------------------------------- Trustees --------------------------------------------------------- Trustee ------- (a) Subject to Section 4.2(b), the Preferred Guarantee Trustee may be appointed or removed without cause at any time by the GuarantorGuarantor except during an Event of Default under the Indenture. (b) The Preferred Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Guarantee Trustee appointed to office shall hold office until a Successor Preferred Guarantee Trustee shall have been appointed or until its his death, removal or resignation. The Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed signed by the Preferred Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Guarantee Trustee. (d) If no Successor Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of removal or resignation, the resigning Preferred Guarantee Trustee resigning or being removed, as applicable, may petition any court of competent jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem properproper and prescribe, appoint a Successor Preferred Guarantee Trustee. (e) No Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Guarantee Trustee. (f) Upon termination of this Securities Guarantee or removal or resignation of the Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to the Guarantee Trustee all amounts accrued to the date of such termination, removal or resignation.

Appointment, Removal and Resignation. of Preferred ------------------------------------------------- Guarantee ----------------------------------------------------------- Trustees --------Trustee ----------------- (a) Subject to Section 4.2(b), the Preferred Guarantee Trustee may be appointed or removed without cause at any time by the GuarantorGuarantor except during an event of default. (b) The Preferred Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Guarantee Trustee appointed to office shall hold office until a Successor Preferred Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Guarantee Trustee. (d) If no Successor Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of removal or resignation, the resigning Preferred Guarantee Trustee resigning or being removed may petition any court of competent jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Guarantee Trustee. (e) No Preferred Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Preferred Guarantee Trustee. (f) Upon termination of this Preferred Securities Guarantee or removal or resignation of the Preferred Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to the Preferred Guarantee Trustee all amounts accrued to the date of such termination, removal or resignation.

Appointment, Removal and Resignation. of Preferred the Guarantee ----------------------------------------------------------- Trustees --------Trustee (a) Subject to Section 4.2(b), No resignation or removal of the Preferred Guarantee Trustee may be appointed or removed without cause at any time and no appointment of a Successor Guarantee Trustee pursuant to this Article shall become effective until the acceptance of appointment by the Guarantor. (b) The Preferred Successor Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such the Successor Preferred Guarantee Trustee and delivered to the Holders and the Guarantee Trustee. (b) Subject to the immediately preceding paragraph, a Guarantee Trustee may resign at any time by giving written notice thereof to the Holders. The Guarantee Trustee shall appoint a successor by requesting from at least three Persons meeting the eligibility requirements such Person's expenses and charges to serve as the Guarantee Trustee, and selecting the Person who agrees to the lowest expenses and charges. If the instrument of acceptance by the Successor Guarantee Trustee shall not have been delivered to the Guarantee Trustee within 60 days after the giving of such notice of resignation, the Guarantee Trustee may petition, at the expense of the Guarantor, any court of competent jurisdiction for the appointment of a Successor Guarantee Trustee. (c) The Preferred Guarantee Trustee appointed to office shall hold office until a Successor Preferred Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Guarantee Trustee may resign from office be removed for cause at any time by Act (without need for prior or subsequent accountingwithin the meaning of Section 6.8 of the Trust Agreement) by an instrument of the Holders of at least a Majority in writing executed by Liquidation Amount of the Preferred Guarantee Trustee and Capital Securities, delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Guarantee Trustee. (d) If a resigning Guarantee Trustee shall fail to appoint a successor, or if a Guarantee Trustee shall be removed or become incapable of acting as Guarantee Trustee, or if any vacancy shall occur in the office of any Guarantee Trustee for any cause, the Holders of the Capital Securities, by Act of the Holders of record of not less than 25% in aggregate Liquidation Amount of the Capital Securities then outstanding delivered to such Guarantee Trustee, shall promptly appoint a successor Guarantee Trustee. If no Successor Preferred Guarantee Trustee shall have been so appointed by the Holders of the Capital Securities and such appointment accepted appointment as provided in this Section 4.2 within 60 days after delivery to by the Guarantor Successor Guarantee Trustee, any Holder, on behalf of an instrument of resignationhimself and all others similarly situated, the resigning Preferred Guarantee Trustee may petition any court of competent jurisdiction for the appointment of a Successor Preferred Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Guarantee Trustee.

Appointment, Removal and Resignation. of Preferred Guarantee ----------------------------------------------------------- Trustees Trustee. -------- (a) Subject to Section 4.2(b), the Preferred Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor. (b) The Preferred Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Guarantee Trustee appointed to office shall hold office until a Successor Preferred Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Guarantee Trustee. (d) If no Successor Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of resignationresignation or removal, the resigning Preferred Guarantee Trustee resigning or being removed may petition petition, at the expense of the Guarantor, any court of competent jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Guarantee Trustee. (e) No Preferred Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Preferred Guarantee Trustee. (f) Upon termination of this Preferred Securities Guarantee or removal or resignation of the Preferred Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to the Preferred Guarantee Trustee all amounts to which it is entitled to the date of such termination, removal or resignation.

Appointment, Removal and Resignation. of Preferred Guarantee ----------------------------------------------------------- Trustees -------- (a) Subject to Section 4.2(b), the Preferred Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor. (b) The Preferred Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Guarantee Trustee appointed to office shall hold office until a Successor Preferred Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument instru ment in writing executed by the Preferred Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Guarantee Trustee. (d) If no Successor Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of resignation, the resigning Preferred Guarantee Trustee may petition any court of competent jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Guarantee Trustee.

Appointment, Removal and Resignation. of Preferred Guarantee ----------------------------------------------------------- Trustees --------Trustee ---------------------------------------------------------------------- (a) Subject to Section 4.2(b), the Preferred Guarantee Trustee may be appointed or removed without cause at any time by the GuarantorGuarantor except during an Event of Default. (b) The Preferred Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Guarantee Trustee appointed to office shall hold office until a Successor Preferred Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by an instrument in writing executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Guarantee Trustee. (d) If no Successor Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of removal or resignation, the resigning Preferred Guarantee Trustee resigning or being removed may petition any court of competent jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Guarantee Trustee. (e) No Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Guarantee Trustee. (f) Upon termination of this Capital Securities Guarantee or removal or resignation of the Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to the Guarantee Trustee all amounts owing to the Guarantee Trustee under Sections 8.2 and 8.3 accrued to the date of such termination, removal or resignation.

Appointment, Removal and Resignation. of Preferred the Capital Securities Guarantee ----------------------------------------------------------- Trustees --------Trustee. (a) Subject to Section 4.2(b), the Preferred Capital Securities Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor. (b) The Preferred Capital Securities Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Capital Securities Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Capital Securities Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Capital Securities Guarantee Trustee appointed to office shall hold office until a Successor Preferred Capital Securities Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Capital Securities Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Capital Securities Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Capital Securities Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Capital Securities Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Capital Securities Guarantee Trustee. (d) If no Successor Preferred Capital Securities Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after the Capital Securities Guarantee Trustee has received notice of removal or delivery to the Guarantor of an instrument of resignation, the resigning Preferred Capital Securities Guarantee Trustee being removed or resigning, whichever the case may be, may petition any court of competent jurisdiction for appointment of a Successor Preferred Capital Securities Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Capital Securities Guarantee Trustee. (e) No Capital Securities Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Capital Securities Guarantee Trustee. (f) Upon termination of this Capital Securities Guarantee or removal or resignation of the Capital Securities Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to the Capital Securities Guarantee Trustee all amounts due to the Capital Securities Guarantee Trustee accrued to the date of such termination, removal or resignation.

Appointment, Removal and Resignation. of Preferred the Guarantee ----------------------------------------------------------- Trustees --------Trustee. (a) Subject to Section 4.2(b), the Preferred Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor. (b) The Preferred Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Guarantee Trustee appointed to office hereunder shall hold office until a Successor Preferred Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Guarantee Trustee. (d) If no Successor Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of resignation, the resigning Preferred Guarantee Trustee may petition petition, at the expense of the Guarantor, any court of competent jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Guarantee Trustee.

Appointment, Removal and Resignation. of Preferred the Trust Guarantee ----------------------------------------------------------- Trustees --------Trustee (a) Subject to Section 4.2(b), the Preferred Trust Guarantee Trustee may be appointed or removed without cause at any time by the GuarantorGuarantor except during any period in which an Event of Default has occurred and is continuing. (b) The Preferred Trust Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Trust Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Trust Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Trust Guarantee Trustee appointed to office shall hold office until a Successor Preferred Trust Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Trust Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Trust Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Trust Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Trust Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Trust Guarantee Trustee. (d) If no Successor Preferred Trust Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of removal or resignation, the resigning Preferred Trust Guarantee Trustee resigning or being removed may petition any court of competent jurisdiction for appointment of a Successor Preferred Trust Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Trust Guarantee Trustee. (e) No Trust Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Trust Guarantee Trustee. (f) Upon termination of this Trust Guarantee or removal or resignation of the Trust Guarantee Trustee pursuant to this Section 4.2, and before the appointment of any Successor Trust Guarantee Trustee the Guarantor shall pay to the Trust Guarantee Trustee all amounts to which it is entitled to the date of such termination, removal or resignation.

Appointment, Removal and Resignation. of Preferred the Guarantee ----------------------------------------------------------- Trustees --------Trustee. (a) Subject to Section 4.2(b), the Preferred Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor, except during an Event of Default. (b) The Preferred Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Guarantee Trustee appointed to office hereunder shall hold office until a Successor Preferred Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Guarantee Trustee. (d) If no Successor Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 thirty (30) days after delivery to the Guarantor of an instrument of resignation, the resigning Preferred Guarantee Trustee may petition petition, at the expense of the Guarantor, any court of competent jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Guarantee Trustee.

Appointment, Removal and Resignation. of Preferred the Capital --------------------------------------------------- Securities Guarantee ----------------------------------------------------------- Trustees --------Trustee ---------------------------- (a) Subject to Section 4.2(b), the Preferred Capital Securities Guarantee Trustee may be appointed or removed without cause at any time by the GuarantorGuarantor except during an Event of Default. (b) The Preferred Capital Securities Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Capital Securities Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Capital Securities Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Capital Securities Guarantee Trustee appointed to office shall hold office until a Successor Preferred Capital Securities Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Capital Securities Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Capital Securities Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Capital Securities Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Capital Securities Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Capital Securities Guarantee Trustee. (d) If no Successor Preferred Capital Securities Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of removal or resignation, the resigning Preferred Capital Securities Guarantee Trustee resigning or being removed may petition any court of competent jurisdiction for appointment of a Successor Preferred Capital Securities Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Capital Securities Guarantee Trustee. (e) No Capital Securities Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Capital Securities Guarantee Trustee. (f) Upon termination of this Capital Securities Guarantee or removal or resignation of the Capital Securities Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to the Capital Securities Guarantee Trustee all amounts due to the Capital Securities Guarantee Trustee accrued to the date of such termination, removal or resignation.

Appointment, Removal and Resignation. of Preferred the Guarantee ----------------------------------------------------------- Trustees ------------------------------------------------------------- Trustee. (a) Subject to Section 4.2(b4.02(b), in the Preferred absence of the existence of an ------- Event of Default, the Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor. (b) The Preferred Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Guarantee Trustee appointed to office hereunder shall hold office until a Successor Preferred Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Guarantee Trustee. (d) If no Successor Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 4.02 within 60 30 days after delivery to the Guarantor of an instrument of resignation, the resigning Preferred Guarantee Trustee may petition petition, at the expense of the Guarantor, any court of competent jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Guarantee Trustee.

Appointment, Removal and Resignation. of Preferred the Guarantee ----------------------------------------------------------- Trustees ------------------------------------------------------------- Trustee. (a) Subject to Section 4.2(b4.02(b), in the Preferred absence of the existence of an -------- Event of Default, the Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor. (b) The Preferred Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Guarantee Trustee appointed to office hereunder shall hold office until a Successor Preferred Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Guarantee Trustee. (d) If no Successor Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 4.02 within 60 30 days after delivery to the Guarantor of an instrument of resignation, the resigning Preferred Guarantee Trustee may petition petition, at the expense of the Guarantor, any court of competent jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Guarantee Trustee.

Appointment, Removal and Resignation. of Preferred the Guarantee ----------------------------------------------------------- Trustees ------------------------------------------------------------- Trustee. (a) Subject to Section 4.2(b4.02(b), the Preferred Guarantee Trustee may be -------- appointed or removed without cause at any time by the Guarantor. (b) The Preferred Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee new, eligible guarantee trustee has been appointed (a "Successor Guarantee Trustee") and has accepted such appointment and assumed the applicable obligations hereunder by written instrument executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Guarantee Trustee appointed to office shall hold office until a Successor Preferred Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Guarantee Trustee. (d) If no Successor Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 4.02 within 60 days after delivery to the Guarantor of an instrument of resignation, the resigning Preferred Guarantee Trustee may petition petition, at the expense of the Guarantor, any court of competent jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Guarantee Trustee. (e) The Guarantee Trustee shall not be liable for the acts or omissions to act of any Successor Guarantee Trustee. (f) Upon termination of this Guarantee Agreement or removal or resignation of the Guarantee Trustee pursuant to this Section 4.02, the Guarantor shall pay to the Guarantee Trustee all amounts owing for fees and reimbursement of expenses which have accrued hereunder to the date of such termination, removal or resignation. (g) The Guarantor shall promptly notify the Holders of the resignation, removal or appointment of a Guarantee Trustee.

Appointment, Removal and Resignation. of Preferred the Guarantee ----------------------------------------------------------- Trustees ------------------------------------------------------------- Trustee. ------- (a) Subject to Section 4.2(b3.2(b), the Preferred Guarantee Trustee may be appointed or removed without cause at any time by the GuarantorGuarantor except during an Event of Default. (b) The Preferred Guarantee Trustee shall not be removed in accordance with Section 4.2(a3.2(a) until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Guarantee Trustee appointed to office shall hold office until a Successor Preferred Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by an instrument in writing executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Guarantee Trustee. (d) If no Successor Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 3.2 within 60 days after delivery to the Guarantor of an instrument of removal or resignation, the resigning Preferred Guarantee Trustee resigning or being removed may petition any court of competent jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Guarantee Trustee. (e) No Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Guarantee Trustee. (f) Upon termination of this Guarantee or removal or resignation of the Guarantee Trustee pursuant to this Section 3.2, the Guarantor shall pay to the Guarantee Trustee all amounts owing to the Guarantee Trustee under Sections 7.2 and 7.3 accrued to the date of such termination, removal or resignation.

Appointment, Removal and Resignation. of Preferred the Guarantee ----------------------------------------------------------- Trustees ------------------------------------------------------------- Trustee. (a) Subject to Section 4.2(b), the Preferred Guarantee Trustee may be appointed ------- or removed without cause at any time by the Guarantor. (b) The Preferred Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Guarantee Trustee appointed to office hereunder shall hold office until a Successor Preferred Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Guarantee Trustee. (d) If no Successor Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of resignation, the resigning Preferred Guarantee Trustee may petition petition, at the expense of the Guarantor, any court of competent jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Guarantee Trustee.

Appointment, Removal and Resignation. of Preferred the Trust Guarantee ----------------------------------------------------------- Trustees --------Trustee (a) Subject to Section 4.2(b), the Preferred Trust Guarantee Trustee may be appointed or removed without cause at any time by the GuarantorGuarantor except during an Event of Default. (b) The Preferred Trust Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Trust Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Trust Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Trust Guarantee Trustee appointed to office shall hold office until a Successor Preferred Trust Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Trust Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Trust Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Trust Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Trust Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Trust Guarantee Trustee. (d) If no Successor Preferred Trust Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of removal or resignation, the resigning Preferred Trust Guarantee Trustee resigning or being removed may petition any court of competent jurisdiction for appointment of a Successor Preferred Trust Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Trust Guarantee Trustee. (e) No Trust Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Trust Guarantee Trustee. (f) Upon termination of this Trust Preferred Securities Guarantee or removal or resignation of the Trust Guarantee Trustee pursuant to this Section 4.2, and before the appointment of any Successor Trust Guarantee Trustee the Guarantor shall pay to the Trust Guarantee Trustee all amounts to which it is entitled to the date of such termination, removal or resignation.

Appointment, Removal and Resignation. of the Preferred ----------------------------------------------------- Guarantee ----------------------------------------------------------- Trustees --------Trustee. ------------------ (a) Subject to Section 4.2(b), the Preferred Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor. (b) The Preferred Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Guarantee Trustee appointed to office shall hold office until a Successor Preferred Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Guarantee Trustee. (d) If no Successor Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 sixty (60) days after delivery to the Guarantor of an instrument of resignation, the resigning Preferred Guarantee Trustee may petition any court of competent jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Guarantee Trustee. (e) No Preferred Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Preferred Guarantee Trustee. (f) Upon termination of this Preferred Securities Guarantee or removal or resignation of the Preferred Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to the Preferred Guarantee Trustee all fees and expenses accrued to the date of such termination, removal or resignation.

Appointment, Removal and Resignation. of Preferred Guarantee ----------------------------------------------------------- Trustees --------Trustee. ------- (a) Subject to Section 4.2(b), the Preferred Guarantee Trustee may be appointed or removed without cause at any time by the GuarantorGuarantor except during an Event of Default. (b) The Preferred Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Guarantee Trustee appointed to office shall hold office until a Successor Preferred Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Guarantee Trustee. (d) If no Successor Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of resignationresignation or removal, the resigning Preferred Guarantee Trustee resigning or being removed may petition petition, at the expense of the Guarantor, any court of competent jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Guarantee Trustee. (e) No Preferred Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Preferred Guarantee Trustee. (f) Upon termination of this Preferred Securities Guarantee or removal or resignation of the Preferred Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to the Preferred Guarantee Trustee all amounts to which it is entitled to the date of such termination, removal or resignation.

Appointment, Removal and Resignation. of Trust Preferred ------------------------------------------------------- Guarantee ----------------------------------------------------------- Trustees --------Trustee. ----------------- (a) Subject to Section 4.2(b), the Trust Preferred Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor. (b) The Trust Preferred Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Trust Preferred Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Trust Preferred Guarantee Trustee and delivered to the Guarantor. (c) The Trust Preferred Guarantee Trustee appointed to office shall hold office until a Successor Trust Preferred Guarantee Trustee shall have been appointed or until its removal or resignation. The Trust Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Trust Preferred Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Trust Preferred Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Trust Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Trust Preferred Guarantee Trustee. (d) If no Successor Trust Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of resignation, the resigning Trust Preferred Guarantee Trustee may petition any court of competent jurisdiction for appointment of a Successor Trust Preferred Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Trust Preferred Guarantee Trustee. (e) No Trust Preferred Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Trust Preferred Guarantee Trustee. (f) Upon termination of this Trust Preferred Securities Guarantee or removal or resignation of the Trust Preferred Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to the Trust Preferred Guarantee Trustee all amounts accrued to the date of such termination, removal or resignation.

Appointment, Removal and Resignation. of Preferred Capital Guarantee ----------------------------------------------------------- --------------------------------------------------------- Trustees -------- (a) Subject to Section 4.2(b), the Preferred Capital Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor. (b) The Preferred Capital Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Capital Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Capital Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Capital Guarantee Trustee appointed to office shall hold office until a Successor Preferred Capital Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Capital Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Capital Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Capital Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Capital Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Capital Guarantee Trustee. (d) If no Successor Preferred Capital Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of resignationresignation or removal, the resigning Preferred Capital Guarantee Trustee resigning or being removed may petition any court of competent jurisdiction for appointment of a Successor Preferred Capital Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Capital Guarantee Trustee.

Appointment, Removal and Resignation. of Preferred Capital ----------------------------------------------- Guarantee ----------------------------------------------------------- Trustees --------Trustee ----------------- (a) Subject to Section 4.2(b), the Preferred Capital Securities Guarantee Trustee may be appointed or removed without cause at any time by the GuarantorGuarantor except during an Event of Default. (b) The Preferred Capital Securities Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Capital Securities Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Capital Securities Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Capital Securities Guarantee Trustee appointed to office shall hold office until a Successor Preferred Capital Securities Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Capital Securities Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Capital Securities Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Capital Securities Guarantee Trustee has been appointed and has accepted such appointment by an instrument in writing executed by such Successor Preferred Capital Securities Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Guarantee Trustee.to (d) If no Successor Preferred Capital Securities Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of removal or resignation, the resigning Preferred Capital Securities Guarantee Trustee resigning or being removed may petition any court of competent jurisdiction for appointment of a Successor Preferred Capital Securities Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Capital Securities Guarantee Trustee. (e) No Capital Securities Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Capital Securities Guarantee Trustee. (f) Upon termination of this Capital Securities Guarantee or removal or resignation of the Capital Securities Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to the Capital Securities Guarantee Trustee all amounts accrued to the date of such termination, removal or resignation.

Appointment, Removal and Resignation. of Preferred the Guarantee ----------------------------------------------------------- Trustees --------Trustee (a) Subject to Section 4.2(b4.02(b), the Preferred Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor. (b) The Preferred Guarantee Trustee shall not be removed in accordance with Section 4.2(a4.02(a) until a Successor Preferred Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.01 has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Guarantee Trustee and delivered to the GuarantorGuarantor and the Guarantee Trustee being removed. (c) The Preferred Guarantee Trustee appointed to office shall hold office until a Successor Preferred Guarantee Trustee its successor shall have been appointed or until its removal or resignation. . (d) The Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument (a "Resignation Request") in writing executed signed by the Preferred Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect upon such delivery or upon such later date as is specified therein; provided, however, that no such resignation of the Guarantee Trustee shall be effective until a Successor Preferred Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.01 has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Guarantee Trustee. (de) If no Successor Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 4.02 within 60 days after delivery to the Guarantor of an instrument of resignationa Resignation Request, the resigning Preferred Guarantee Trustee may petition any court of competent jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such court may thereupon, thereupon after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Guarantee Trustee.

Appointment, Removal and Resignation. of Preferred the Investment Guarantee ----------------------------------------------------------- Trustees --------Trustee (a) Subject to Section 4.2(b), the Preferred Investment Guarantee Trustee may be appointed or removed without cause at any time by the GuarantorGuarantor except during any period in which an Event of Default has occurred and is continuing. (b) The Preferred Investment Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Investment Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Investment Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Investment Guarantee Trustee appointed to office shall hold office until a Successor Preferred Investment Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Investment Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Investment Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Investment Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Investment Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Investment Guarantee Trustee. (d) If no Successor Preferred Investment Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of removal or resignation, the resigning Preferred Investment Guarantee Trustee resigning or being removed may petition any court of competent jurisdiction for appointment of a Successor Preferred Investment Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Investment Guarantee Trustee. (e) No Investment Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Investment Guarantee Trustee. (f) Upon termination of this Investment Guarantee or removal or resignation of the Investment Guarantee Trustee pursuant to this Section 4.2 and before the appointment of any Successor Investment Guarantee Trustee, the Guarantor shall pay to the Investment Guarantee Trustee all amounts to which it is entitled to the date of such termination, removal or resignation.

Appointment, Removal and Resignation. of Preferred the Guarantee ----------------------------------------------------------- Trustees -------------------- ----------------------------------------------------- Trustee. ------- (a) Subject to Section 4.2(b4.02(b), the Preferred Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor. (b) The Preferred Guarantee Trustee shall not be removed in accordance with Section 4.2(a4.02(a) until a Successor Preferred Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.01 has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Guarantee Trustee and delivered to the GuarantorGuarantor and the Guarantee Trustee being removed. (c) The Preferred Guarantee Trustee appointed to office shall hold office until a Successor Preferred Guarantee Trustee its successor shall have been appointed or until its removal or resignation. . (d) The Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument (a "Resignation Request") in writing executed signed by the Preferred Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect upon such delivery or upon such later date as is specified therein; provided, however, that no such resignation of the Guarantee Trustee shall be effective until a Successor Preferred Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.01 has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Guarantee Trustee. (de) If no Successor Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 4.02 within 60 days after delivery to the Guarantor of an instrument of resignationa Resignation Request, the resigning Preferred Guarantee Trustee may petition any court of competent jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such court may thereupon, thereupon after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Guarantee Trustee.

Appointment, Removal and Resignation. of Preferred the Partnership Guarantee ----------------------------------------------------------- Trustees --------Trustee (a) Subject to Section 4.2(b), the Preferred Partnership Guarantee Trustee may be appointed or removed without cause at any time by the GuarantorGuarantor except during an Event of Default. (b) The Preferred Partnership Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Partnership Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Partnership Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Partnership Guarantee Trustee appointed to office shall hold office until a Successor Preferred Partnership Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Partnership Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Partnership Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Partnership Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Partnership Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Partnership Guarantee Trustee. (d) If no Successor Preferred Partnership Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of removal or resignation, the resigning Preferred Partnership Guarantee Trustee resigning or being removed may petition any court of competent jurisdiction for appointment of a Successor Preferred Partnership Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Partnership Guarantee Trustee. (e) No Partnership Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Partnership Guarantee Trustee. (f) Upon termination of this Partnership Guarantee or removal or resignation of the Partnership Guarantee Trustee pursuant to this Section 4.2, and before the appointment of any Successor Partnership Guarantee Trustee the Guarantor shall pay to the Partnership Guarantee Trustee all amounts to which it is entitled to the date of such termination, removal or resignation.

Appointment, Removal and Resignation. of Preferred ------------------------------------------------- Guarantee ----------------------------------------------------------- Trustees --------Trustee. ------------------ (a) Subject to Section 4.2(b), the Preferred Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor. (b) The Preferred Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Guarantee Trustee appointed to office shall hold office until a Successor Preferred Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Guarantee Trustee. (d) If no Successor Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of resignationresignation or removal, the resigning Preferred Guarantee Trustee resigning or being removed may petition any court of competent jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Guarantee Trustee. (e) No Preferred Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Preferred Guarantee Trustee. (f) Upon termination of this Guarantee or removal or resignation of the Preferred Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to the Preferred Guarantee Trustee all amounts owing for fees and reimbursement of expenses which have accrued to the date of such termination, removal or resignation. (g) The Guarantor shall promptly notify the Holders of the resignation, removal or appointment of a Preferred Guarantee Trustee.

Appointment, Removal and Resignation. of Preferred the Investment Guarantee ----------------------------------------------------------- Trustees --------Trustee (a) Subject to Section 4.2(b), the Preferred Investment Guarantee Trustee may be appointed or removed without cause at any time by the GuarantorGuarantor except during an Event of Default. (b) The Preferred Investment Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Investment Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Investment Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Investment Guarantee Trustee appointed to office shall hold office until a Successor Preferred Investment Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Investment Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Investment Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Investment Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Investment Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Investment Guarantee Trustee. (d) If no Successor Preferred Investment Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of removal or resignation, the resigning Preferred Investment Guarantee Trustee resigning or being removed may petition any court of competent jurisdiction for appointment of a Successor Preferred Investment Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Investment Guarantee Trustee. (e) No Investment Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Investment Guarantee Trustee. (f) Upon termination of this Investment Guarantee or removal or resignation of the Investment Guarantee Trustee pursuant to this Section 4.2 and before the appointment of any Successor Investment Guarantee Trustee, the Guarantor shall pay to the Investment Guarantee Trustee all amounts to which it is entitled to the date of such termination, removal or resignation.

Appointment, Removal and Resignation. of Preferred ------------------------------------------------- Guarantee ----------------------------------------------------------- Trustees --------Trustee ----------------- (a) Subject to Section 4.2(b), the Preferred Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor. (b) The Preferred Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Guarantee Trustee appointed to office shall hold office until a Successor Preferred Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Guarantee Trustee. (d) If no Successor Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of resignationresignation or removal, the resigning Preferred Guarantee Trustee resigning or being removed may petition any court of competent jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Guarantee Trustee. (e) No Preferred Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Preferred Guarantee Trustee. (f) Upon termination of this Preferred Securities Guarantee or removal or resignation of the Preferred Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to the Preferred Guarantee Trustee all amounts accrued to the date of such termination, removal or resignation.

Appointment, Removal and Resignation. of Preferred ------------------------------------------------- Guarantee ----------------------------------------------------------- Trustees --------Trustee ----------------- (a) Subject to Section 4.2(b), the Preferred Guarantee Trustee may be appointed or removed without cause at any time by the GuarantorGuarantor except during an Event of Default. (b) The Preferred Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Guarantee Trustee appointed to office shall hold office until a Successor Preferred Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by an instrument in writing executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Guarantee Trustee. (d) If no Successor Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of removal or resignation, the resigning Preferred Guarantee Trustee resigning or being removed may petition any court of competent jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Guarantee Trustee. (e) No Preferred Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Preferred Guarantee Trustee. (f) Upon termination of this Preferred Securities Guarantee or removal or resignation of the Preferred Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to the Preferred Guarantee Trustee all amounts accrued to the date of such termination, removal or resignation.

Appointment, Removal and Resignation. of Asset Trust Preferred ------------------------------------------------------------- Guarantee ----------------------------------------------------------- Trustees --------Trustee. ----------------- (a) Subject to Section 4.2(b), No resignation or removal of the Asset Trust Preferred Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor. (b) The and no appointment of a Successor Asset Trust Preferred Guarantee Trustee pursuant to this Article shall not be removed in accordance with Section 4.2(a) become effective until a the acceptance of appointment by the Successor Asset Trust Preferred Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such the Successor Asset Trust Preferred Guarantee Trustee and delivered to the Holders and the Asset Trust Preferred Guarantee Trustee. (b) Subject to the immediately preceding paragraph, an Asset Trust Preferred Guarantee Trustee may resign at any time by giving written notice thereof to the Holders. In such event, the Guarantor shall appoint a successor to serve as the Asset Trust Preferred Guarantee Trustee. If the instrument of acceptance by the Successor Asset Trust Preferred Guarantee Trustee shall not have been delivered to the Asset Trust Preferred Guarantee Trustee within 30 days after the giving of such notice of resignation, the Asset Trust Preferred Guarantee Trustee may petition, at the expense of the Guarantor, any court of competent jurisdiction for the appointment of a Successor Asset Trust Preferred Guarantee Trustee. (c) The Asset Trust Preferred Guarantee Trustee appointed may be removed for cause at any time by Act (within the meaning of Section 104 of the Indenture) of the Holders of at least a Majority in Liquidation Amount of the Asset Trust Preferred Securities, delivered to office shall hold office until the Asset Trust Preferred Guarantee Trustee. If any instrument of acceptance by a Successor Asset Trust Preferred Guarantee Trustee shall not have been appointed or until its removal or resignation. The delivered to the Asset Trust Preferred Guarantee Trustee within 30 days after the giving of such notice of removal, the removed Asset Trust Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by petition, at the Preferred Guarantee Trustee and delivered to expense of the Guarantor, which resignation shall not take effect until any court of competent jurisdiction for the appointment of a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Asset Trust Preferred Guarantee Trustee. (d) If the Guarantor shall fail to appoint a successor, or if an Asset Trust Preferred Guarantee Trustee shall be removed or become incapable of acting as Asset Trust Preferred Guarantee Trustee, or if any vacancy shall occur in the office of any Asset Trust Preferred Guarantee Trustee for any cause, the Holders of the Asset Trust Preferred Securities, by Act of the Holders of record of not less than 25% in aggregate liquidation amount of the Asset Trust Preferred Securities then outstanding delivered to such Asset Trust Preferred Guarantee Trustee, shall promptly appoint a successor Asset Trust Preferred Guarantee Trustee. If no Successor Asset Trust Preferred Guarantee Trustee shall have been so appointed by the Holders of the Asset Trust Preferred Securities and such appointment accepted appointment as provided in this Section 4.2 within 60 days after delivery to by the Guarantor of an instrument of resignation, the resigning Successor Asset Trust Preferred Guarantee Trustee Trustee, any Holder, on behalf of himself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a Successor Preferred Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Asset Trust Preferred Guarantee Trustee. (e) No Asset Trust Preferred Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Asset Trust Preferred Guarantee Trustee. (f) Upon termination of this Asset Trust Preferred Guarantee or removal or resignation of the Asset Trust Preferred Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to the Asset Trust Preferred Guarantee Trustee all amounts owing for fees and reimbursement of expenses which have accrued to the date of such termination, removal or resignation. (g) The Guarantor shall promptly notify the Holders of the resignation, removal or appointment of the Asset Trust Preferred Guarantee Trustee.

Appointment, Removal and Resignation. of Trust Preferred Securities ------------------------------------------------------------------ Guarantee ----------------------------------------------------------- Trustees --------Trustee ----------------- (a) Subject to Section 4.2(b), the Trust Preferred Securities Guarantee Trustee may be appointed or removed without cause at any time by the GuarantorGuarantor except during a Guarantee Event of Default. (b) The Trust Preferred Securities Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Trust Preferred Securities Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Trust Preferred Securities Guarantee Trustee and delivered to the Guarantor. (c) The Trust Preferred Securities Guarantee Trustee appointed to office shall hold office until a Successor Trust Preferred Securities Guarantee Trustee shall have been appointed or until its removal or resignation. The Trust Preferred Securities Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Trust Preferred Securities Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Trust Preferred Securities Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Trust Preferred Securities Guarantee Trustee and delivered to the Guarantor and the resigning Trust Preferred Securities Guarantee Trustee. (d) If no Successor Trust Preferred Securities Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of removal or resignation, the resigning Trust Preferred Securities Guarantee Trustee resigning or being removed may petition any court of competent jurisdiction for appointment of a Successor Trust Preferred Securities Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Trust Preferred Securities Guarantee Trustee. (e) No Trust Preferred Securities Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Trust Preferred Securities Guarantee Trustee. (f) Upon termination of this Trust Preferred Securities Guarantee or removal or resignation of the Trust Preferred Securities Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to the Trust Preferred Securities Guarantee Trustee all amounts due to the Trust Preferred Securities Guarantee Trustee for fees and reimbursement of expenses which have accrued to the date of such termination, removal or resignation.

Appointment, Removal and Resignation. of Preferred Guarantee ----------------------------------------------------------- Trustees --------------------------------------------------------- Trustee. (a) Subject to Section 4.2(b), the Preferred Guarantee Trustee may be appointed or removed with or without cause at any time by the Guarantor. (b) The Preferred Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor. (c) The Preferred Guarantee Trustee appointed to office shall hold such office until a Successor Preferred Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Guarantee Trustee. (d) If no Successor Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 30 days after delivery to the Guarantor of an instrument of removal or resignation, the removed or resigning Preferred Guarantee Trustee may petition any court of competent jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Guarantee Trustee. (e) No Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Guarantee Trustee. (f) Upon termination of this Guarantee or removal or resignation of the Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to the Guarantee Trustee all amounts owing for fees and reimbursement of expenses which have accrued to the date of such termination, removal or resignation.