Common use of Merger, Conversion, Consolidation or Succession to Business Clause in Contracts

Merger, Conversion, Consolidation or Succession to Business. Any Corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in case any of the Securities shall not have been authenticated by the Trustee then in office, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the either Trustee or its corporate trust business may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the either Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the either Trustee, shall be the successor of the such Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the a Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case any of the Securities shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of the Trustee shall haveauthentication of such Trustee; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation Person succeeding to all or substantially all of the corporate trust business of the Trustee, Trustee (including the trust created by this Indenture) shall be the successor of the Trustee hereunder, provided that such Corporation Person shall be otherwise qualified and eligible under TIA Section 310(a) and this ArticleArticle 8 and shall have a combined capital and surplus of at least $50,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 8.09, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated, authenticated but not delivered, by any such successor to the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such the certificate of authentication of any predecessor Trustee and deliver the such Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securitiesauthenticated; and, in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such the Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trusteetrustee; and in all such cases such certificates certificate shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, provided that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, ; provided that such Corporation Person shall be otherwise qualified and eligible under this ArticleArticle Six, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion conversion, consolidation or consolidation transfer of assets to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided provides that the certificate of authentication of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion conversion, consolidation or consolidationtransfer of assets.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case any of the Securities shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of authentication of the Trustee shall haveTrustee; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation person into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, ; provided that such Corporation person shall be otherwise qualified and eligible under this ArticleArticle 6, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion conversion, consolidation or consolidation transfer of assets to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided provides that the certificate of authentication of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion conversion, consolidation or consolidationtransfer of assets.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, Trustee (including the trust created by this Indenture) shall be the successor of the Trustee hereunder, provided that such Corporation corporation shall be otherwise qualified and eligible under TIA Section 310(a) and this ArticleArticle 8 and shall have a combined capital and surplus of at least $100,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 8.09, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated, authenticated but not delivered, by any such successor to the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such the certificate of authentication of any predecessor Trustee and deliver the such Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securitiesauthenticated; and, in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such the Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trusteetrustee; and in all such cases such certificates certificate shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, provided that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, Trustee (including the trust created by this Indenture) shall be the successor of the Trustee hereunder, provided that such Corporation corporation shall be otherwise qualified and eligible under Trust Indenture Act Section 310(a) and this ArticleArticle VI and shall have a combined capital and surplus of at least $100,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 6.9, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated, authenticated but not delivered, by any such successor to the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such the certificate of authentication of any predecessor Trustee and deliver the such Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securitiesauthenticated; and, in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such the Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trusteetrustee; and in all such cases such certificates certificate shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, provided that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under Trust Indenture Act Section 310(a) and this Article, Article Six and shall have a combined capital and surplus of at least $250,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 608 without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated, authenticated but not delivered, by any such successor to the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such the certificate of authentication of any predecessor Trustee and deliver the such Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securitiesauthenticated; and, in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such the Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trusteetrustee; and in all such cases such certificates certificate shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, provided that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation or banking association into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation or banking association resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation or banking association succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation or banking association shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such SecuritiesNotes; and in case at that time any of the Securities Notes shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities Notes either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities Notes or in this Indenture provided that the certificate of the Trustee shall haveprovided; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case any of the Securities shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of authentication of the Trustee shall haveTrustee; providedPROVIDED, howeverHOWEVER, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, ; provided that such Corporation Person shall be otherwise qualified and eligible under this ArticleArticle Six, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion conversion, consolidation or consolidation transfer of assets to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided provides that the certificate of authentication of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion conversion, consolidation or consolidation.transfer of assets. ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND THE ISSUER

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in Notes. In case at that time any of the Securities Notes shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities Notes either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of authentication of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.. ARTICLE SEVEN

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, Trustee (including the trust created by this Indenture) shall be the successor of the Trustee hereunder, provided that such Corporation corporation shall be otherwise qualified and eligible under Trust Indenture Act Section 310(a) and this ArticleArticle Six and shall have a combined capital and surplus of at least $50,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 6.09, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated, authenticated but not delivered, by any such successor to the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such the certificate of authentication of any predecessor Trustee and deliver the such Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securitiesauthenticated; and, in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such the Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trusteetrustee; and in all such cases such certificates certificate shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, provided that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of authentication of the Trustee shall have; providedPROVIDED, howeverHOWEVER, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.. ARTICLE SEVEN

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities Notes shall have been authenticated, authenticated but not delivered, delivered by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in Notes. In case any of the Securities Notes shall not have been authenticated by the Trustee then in office, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities notes either in the name of such predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities Notes or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case any of the Securities shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of authentication of the Trustee shall haveTrustee; providedPROVIDED, howeverHOWEVER, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation or national banking association into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation or national banking association resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation or national banking association succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation or national banking association shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; and in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, Trustee (including the trust created by this Indenture) shall be the successor of the Trustee hereunder, provided that such Corporation corporation shall be otherwise qualified and eligible under Trust Indenture Act Section 310(a) and this ArticleArticle Six and shall have a combined capital and surplus of at least $100,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 609, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated, authenticated but not delivered, by any such successor to the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such the certificate of authentication of any predecessor Trustee and deliver the such Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securitiesauthenticated; and, in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such the Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trusteetrustee; and in all such cases such certificates certificate shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, provided that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation Person succeeding to all or substantially all of the corporate trust business of the Trustee, Trustee (including the trust created by this Indenture) shall be the successor of the Trustee hereunder, provided that such Corporation Person shall be otherwise qualified and eligible under TIA Section 310(a) and this ArticleArticle 9 and shall have a combined capital and surplus of at least $50,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 9.09, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated, authenticated but not delivered, by any such successor to the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such the certificate of authentication of any predecessor Trustee and deliver the such Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securitiesauthenticated; and, in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such the Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trusteetrustee; and in all such cases such certificates certificate shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, provided that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of authentication of the Trustee shall have; providedPROVIDED, howeverHOWEVER, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall shall, with the written approval of the Company, be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution executing or filing of any paper or any further act on the part of any of the parties hereto. In case any Debt Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion conversion, consolidation or consolidation sale to such authenticating Trustee may adopt such authentication and deliver the Debt Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Debt Securities; in . In case any of the Debt Securities shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any such successor by merger, conversion or consolidation to such Trustee may authenticate and deliver such Securities Debt Securities, in either in the its own name or that of such its predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have , with the full force and effect which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt provides for the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its Trustee. If the Trustee's successor or successors by merger, conversion conversion, consolidation or consolidationsale shall not have received the written approval of the Company, such successor shall resign within 20 days after the merger, conversion, consolidation or sale and such vacancy in the office of the Trustee shall be filled in the manner specified in Section 610.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, Trustee (including the trust created by this Indenture) shall be the successor of the Trustee hereunder, provided PROVIDED that such Corporation corporation shall be otherwise qualified and eligible under Trust Indenture Act Section 310(a) and this ArticleArticle VI and shall have a combined capital and surplus of at least $250,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 6.09, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated, authenticated but not delivered, by any such successor to the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such the certificate of authentication of any predecessor Trustee and deliver the such Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securitiesauthenticated; and, in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such the Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trusteetrustee; and in all such cases such certificates certificate shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, PROVIDED that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, ; provided that such Corporation Person shall be otherwise qualified and eligible under this ArticleArticle Six, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion conversion, consolidation or consolidation transfer of assets to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided provides that the certificate of authentication of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion conversion, consolidation or consolidationtransfer of assets. ARTICLE SEVEN CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 701. Limitations on Certain Consolidation Transactions by Xxxxx 0 Xxxxxx.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, ; provided that such Corporation Person shall be otherwise qualified and eligible under this ArticleArticle VI, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion conversion, consolidation or consolidation transfer of assets to such authenticating Trustee may adopt such authentication and deliver the Securities Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in Notes. In case at that time any of the Securities Notes shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities Notes either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided provides that the certificate of authentication of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion conversion, consolidation or consolidationtransfer of assets. The Trustee may merge or consolidate with another entity and in the event of such merger, is not required to provide written notice of same.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation or banking association into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation or banking association resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation or banking association succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation or banking association shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; and in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall haveprovided; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, Trustee (including the trust created by this Indenture) shall be the successor of the Trustee hereunder, provided that such Corporation corporation shall be otherwise qualified and eligible under Trust Indenture Act Section 310(a) and this ArticleArticle VI and shall have a combined capital and surplus of at least $100,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 6.9, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any Securities of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver such Notes so authenticated; and, in case at that time any of the Notes shall not have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in case any of the Securities shall not have been authenticated by the Trustee then in office, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities Notes either in the name of such any predecessor hereunder or in the name of the successor Trusteetrustee; and in all such cases such certificates certificate shall have the full force which it is anywhere in the Securities Notes or in this Indenture provided that the certificate of the Trustee shall have; provided, however, provided that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided, that such Person shall be otherwise qualified and eligible under this Article VI. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation or as otherwise provided above in this Section 6.9 to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; authenticated, and in case any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such the Trustee may authenticate such Securities either in the name of such any predecessor hereunder Trustee or in the name of the such successor Trustee; , and in all such cases such certificates the certificate of authentication shall have the full force which it is provided anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate . Not Responsible for Recitals or Issuance of authentication of any predecessor Trustee or to authenticate Securities Securities. The recitals contained herein and in the name Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any predecessor Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall apply only to its successor be accountable for the use or successors application by merger, conversion the Company of the Securities or consolidationthe proceeds thereof.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee or the Authenticating Agent then in office, any successor by merger, conversion or consolidation to such authenticating Trustee or any successor Authentication Agent, as the case may be, may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee or successor Authenticating Agent, as the case may be, had itself authenticated such Securities; in . In case any of the Securities shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any successor by mergerTrustee or any successor Authenticating Agent, conversion or consolidation to such Trustee as the case may be, may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of authentication of the Trustee shall haveor the Authenticating Agent; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation person into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, ; provided that such Corporation person shall be otherwise qualified and eligible under this ArticleArticle 6, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion conversion, consolidation or consolidation transfer of assets to such authenticating Trustee may adopt such authentication and deliver the Securities Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in Notes. In case at that time any of the Securities Notes shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities Notes either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided provides that the certificate of authentication of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion conversion, consolidation or consolidationtransfer of assets. The Trustee may merge or consolidate with another entity and in the event of such merger, is not required to provide written notice of same.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, ; provided that such Corporation Person shall be otherwise qualified and eligible under this ArticleArticle Six, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion conversion, consolidation or consolidation transfer of assets to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided provides that the certificate of authentication of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion conversion, consolidation or consolidation.transfer of assets. ARTICLE SEVEN CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Indenture Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Indenture Trustee, shall be the successor of the Indenture Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities or coupons shall have been authenticated, but not delivered, by the Indenture Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Indenture Trustee may adopt such authentication and deliver the Securities or coupons so authenticated with the same effect as if such successor Indenture Trustee had itself authenticated such Securities; in Securities or coupons. In case any of the Securities or coupons shall not have been authenticated by the Trustee then in officesuch predecessor Indenture Trustee, any such successor by merger, conversion or consolidation to such Indenture Trustee may authenticate and deliver such Securities or coupons, in either in the its own name or that of such its predecessor hereunder or in the name of the successor Indenture Trustee; and in all such cases such certificates shall have , with the full force and effect which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt provides for the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidationIndenture Trustee.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided PROVIDED such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such SecuritiesNotes; and in case at that time any of the Securities Notes shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities Notes either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities Notes or in this Indenture provided that the certificate of the Trustee shall have; providedPROVIDED, howeverHOWEVER, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.. ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND SUBSIDIARY GUARANTORS

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided PROVIDED that such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case any of the Securities shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of authentication of the Trustee shall haveTrustee; providedPROVIDED, howeverHOWEVER, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation shall be otherwise qualified and eligible under this Article, hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, PROVIDED such corporation shall be otherwise qualified and eligible under this Article. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; and in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities of like tenor or in this Indenture provided that the certificate of the Trustee shall haveprovided; providedPROVIDED, howeverHOWEVER, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation or banking association into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation or banking association resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation or banking association succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation or banking association shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such SecuritiesNotes; and in case at that time any of the Securities Notes shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities Notes either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities Notes or in this Amended Indenture provided that the certificate of the Trustee shall haveprovided; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the a Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case any of the Securities shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of the Trustee shall haveauthentication of such Trustee; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Debt Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Debt Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Debt Securities; in . In case any of the Debt Securities shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation., may authenticate and deliver such Debt Securities, in either its own name or that of its predecessor Trustee, with the full force and effect which this Indenture provides for the certificate of authentication of the Trustee. ARTICLE EIGHT HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR SECTION 801. Company and Guarantor to Furnish Trustee Names and Addresses of Holders. In accordance with Section 312(a) of the Trust Indenture Act, the Company and the Guarantor will furnish or cause to be furnished to the Trustee with respect to Debt Securities of each series for which it acts as Trustee:

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the either Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the either Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the either Trustee, shall be the successor of the such Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the a Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; and in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such authenticating Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor to such Trustee; and in all such cases cases, such certificates Securities shall have the full force which it is anywhere in the and effect of Securities or provided for in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.Indenture. ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEES AND COMPANY

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in Notes. In case at that time any of the Securities Notes shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities Notes either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided provides that the certificate of authentication of the Trustee shall have for the certificate of authentication of the Trustee shall have; providedPROVIDED, howeverHOWEVER, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.. ARTICLE SEVEN HOLDERS LISTS AND REPORTS BY TRUSTEE, COMPANY AND SUBSIDIARY GUARANTORS

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, Trustee (including the trust created by this Indenture) shall be the successor of the Trustee hereunder, provided that such Corporation corporation shall be otherwise qualified and eligible to act as Trustee under this ArticleArticle Six, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated, authenticated but not delivered, by any such successor to the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such the certificate of authentication of any predecessor Trustee and deliver the such Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securitiesauthenticated; and, in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such the Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trusteetrustee; and in all such cases such certificates certificate shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, provided that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; and in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; providedPROVIDED, howeverHOWEVER, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under Trust Indenture Act Section 310(a) and this ArticleARTICLE SIX and shall have a combined capital and surplus of at least $100,000,000, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated, authenticated but not delivered, by any such successor to the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such the certificate of authentication of any predecessor Trustee and deliver the such Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securitiesauthenticated; and, in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such the Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trusteetrustee; and in all such cases such certificates certificate shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, provided that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, Trustee (including the trust created by this Indenture) shall be the successor of the Trustee hereunder, provided that such Corporation corporation shall be otherwise qualified and eligible under Trust Indenture Act Section 310(a) and this ArticleArticle VI and shall have a combined capital and surplus of at least $150,000 and have a Corporate Trust Office or an agent selected in accordance with Section 6.09, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated, authenticated but not delivered, by any such successor to the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such the certificate of authentication of any predecessor Trustee and deliver the such Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securitiesauthenticated; and, in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such the Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trusteetrustee; and in all such cases such certificates certificate shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, provided that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. Notwithstanding the foregoing, at the request of the Trustee, the parties shall execute and deliver such writings as the Trustee reasonably may request to reflect such succession. In case any Securities Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such SecuritiesNotes; and in case at that time any of the Securities Notes shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities Notes either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities Notes or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation shall be otherwise qualified and eligible under this ArticleArticle 6, without the execution or filing of any paper or any further act on the part of any of the parties hereto. Notwithstanding the foregoing, at the request of the Trustee, the parties shall execute and deliver such writings as the Trustee reasonably may request to reflect such succession. In case any Securities Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such SecuritiesNotes; and in case at that time any of the Securities Notes shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities Notes either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities Notes or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the TrusteeTrustee (including this transaction), shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this ArticleArticle and under Article 13 of the Negotiable Obligations Law, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in Notes. In case any of the Securities Notes shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities Notes either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of authentication of the Trustee shall haveTrustee; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation(s) into which the Trustee may be merged or converted or with which it the Trustee may be consolidated, or any Corporation corporation(s) resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities Notes shall have been authenticated, but not delivered, by the Trustee or the Authenticating Agent then in office, any successor by merger, conversion or consolidation to such authenticating Trustee or any successor Authentication Agent, as the case may be, may adopt such authentication and deliver the Securities Notes so authenticated with the same effect as if such successor Trustee or successor Authenticating Agent, as the case may be, had itself authenticated such Securities; in Notes. In case any of the Securities Notes shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any successor by mergerTrustee or any successor Authenticating Agent, conversion or consolidation to such Trustee as the case may be, may authenticate such Securities Notes either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of authentication of the Trustee shall haveor the Authenticating Agent; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Notes in the name of any predecessor Trustee shall apply only to its the Trustee’s successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver make available for delivery the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in case any of the Securities shall not have been authenticated by the Trustee then in office, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation Person succeeding to all or substantially all of the smallest unit of the corporate trust business of the Trustee, Trustee which includes the activities of the Trustee relating to this Indenture shall be the successor of the Trustee hereunder, provided such Corporation Person shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case any of the Securities shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of authentication of the Trustee shall haveTrustee; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in Notes. In case at that time any of the Securities Notes shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities Notes either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of authentication of the Trustee shall have; providedPROVIDED, howeverHOWEVER, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; and in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation. ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTORS SECTION 701. Disclosure of Names and Addresses of Holders. Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that none of the Company or the Trustee or any agent of either of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with TIA Section 312, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b).

Merger, Conversion, Consolidation or Succession to Business. Any Corporation Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, ; provided that such Corporation Person shall be otherwise qualified and eligible under this ArticleArticle Six, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion conversion, consolidation or consolidation transfer of assets to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided provides that the certificate of authentication of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion conversion, consolidation or consolidation.transfer of assets. ARTICLE SEVEN

Merger, Conversion, Consolidation or Succession to Business. Any Corporation Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, ; provided that such Corporation Person shall be -------- otherwise qualified and eligible under this ArticleArticle Six, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion conversion, consolidation or consolidation transfer of assets to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided provides that the certificate of authentication of the Trustee shall have; provided, however, that the right to adopt the certificate of -------- ------- authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion conversion, consolidation or consolidationtransfer of assets.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; and in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.. ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case any of the Securities shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; Trustee and in thereafter deliver such Securities. In all such cases such certificates shall have the full force which it is anywhere in the Securities or in and effect that this Indenture provided that provides for the certificate of authentication of the Trustee shall haveTrustee; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided PROVIDED such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the a Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case any of the Securities shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of the Trustee shall haveauthentication of such Trustee; provided, howeverHOWEVER, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be or consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; and in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; providedPROVIDED, howeverHOWEVER, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; and in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.. ARTICLE SEVEN

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee or the Collateral Agent may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee or the Collateral Agent, as applicable, shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunderor the Collateral Agent, as applicable, hereunder and under the Security Documents; provided that such Corporation corporation shall be otherwise qualified and eligible under this ArticleArticle Six, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in Notes. In case at that time any of the Securities Notes shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities Notes either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of authentication of the Trustee shall haveTrustee; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; and in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided provide that the certificate of the Trustee shall have; providedPROVIDED, howeverHOWEVER, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided PROVIDED such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities or Coupons shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities or Coupons so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in Securities or Coupons. In case any of the Securities or Coupons shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any such successor by merger, conversion or consolidation to such Trustee may authenticate and deliver such Securities or Coupons, in either in the its own name or that of such its predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have , with the full force and effect which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt provides for the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidationTrustee.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the a Trustee may be merged merged, amalgamated or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, amalgamation, conversion or consolidation to which the a Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the a Trustee, shall be the successor of the a Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the such Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case any of the Securities shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of the Trustee shall haveauthentication of a Trustee; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, amalgamation conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, Trustee (including the trust created by this Indenture) shall be the successor of the Trustee hereunder, provided PROVIDED that such Corporation corporation shall be otherwise qualified and eligible under Trust Indenture Act Section 310(a) and this ArticleArticle Six and shall have a combined capital and surplus of at least $250,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 609, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated, authenticated but not delivered, by any such successor to the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such the certificate of authentication of any predecessor Trustee and deliver the such Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securitiesauthenticated; and, in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such the Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trusteetrustee; and in all such cases such certificates certificate shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, PROVIDED that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case any of the Securities shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of authentication of the Trustee shall haveTrustee; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation. The provisions of this Section shall apply with equal force to the Co-Trustee.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; and in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.. ARTICLE SEVEN

Merger, Conversion, Consolidation or Succession to Business. 72 Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such SecuritiesNotes; and in case at that time any of the Securities Notes shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities Notes either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities Notes or in this Indenture provided that the certificate of the Trustee shall have; providedPROVIDED, howeverHOWEVER, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunderhereunder and will have and succeed to the same rights, powers, duties, immunities and privileges as its predecessor; provided such Corporation corporation shall be otherwise qualified and eligible under this ArticleArticle Six, without the execution or filing of any paper paper, instrument or any further act on the part of any of the parties hereto. In case any Securities Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in Notes. In case at that time any of the Securities Notes shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities Notes either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of authentication of the Trustee shall have; providedprovided that, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation succeeding to whom all or substantially all the corporate trust business of the TrusteeTrustee shall be transferred, shall be the successor of the Trustee hereunder, provided such Corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion conversion, consolidation, or consolidation transfer of all or substantially all of the corporate trust business of the Trustee, to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in case any of the Securities shall not have been authenticated by the Trustee then in office, any successor to such Trustee by merger, conversion conversion, consolidation, or consolidation to such Trustee transfer of all or substantially all of the corporate trust business of the Trustee, may authenticate such Securities either in the name of such predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion conversion, consolidation, or consolidationtransfer of all or substantially all of the corporate trust business of the Trustee.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such Corporation corporation shall be otherwise qualified and eligible under this ArticleArticle Six, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities Subordinated Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion conversion, consolidation or consolidation sale to such authenticating Trustee may adopt such authentication and deliver the Securities Subordinated Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such SecuritiesSubordinated Notes; and in case at that time any of the Securities Subordinated Notes shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such the Trustee may authenticate such Securities Subordinated Notes either in the name of such any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities Subordinated Notes or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, ; provided that such Corporation Person shall be otherwise qualified and eligible under this ArticleArticle Six, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion conversion, consolidation or consolidation transfer of assets to such authenticating Trustee may adopt such authentication and deliver the Securities Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in Notes. In case at that time any of the Securities Notes shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities Notes either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided provides that the certificate of authentication of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion conversion, consolidation or consolidationtransfer of assets. The Trustee may merge or consolidate with another entity and in the event of such merger, is not required to provide written notice of same. ARTICLE SEVEN CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 701. [Reserved].

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, Trustee (including the trust created by this Indenture) shall be the successor of the Trustee hereunder, provided that such Corporation corporation shall be otherwise qualified and eligible under TIA Section 310(a) and this ArticleArticle 8 and shall have a combined capital and surplus of at least $100,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 8.09, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated, authenticated but not delivered, by any such successor to the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such the certificate of authentication of any predecessor Trustee and deliver the such Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securitiesauthenticated; and, in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such the Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; trustee, and in all such cases such certificates certificate shall have the full force which it is anywhere in the Securities or in effect under this Indenture Indenture; provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in Notes. In case at that time any of the Securities Notes shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities Notes either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of authentication of the Trustee shall have; providedPROVIDED, howeverHOWEVER, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.. ARTICLE SEVEN

Merger, Conversion, Consolidation or Succession to Business. Any Corporation Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, ; provided that such Corporation Person shall be -------- otherwise qualified and eligible under this ArticleArticle Six, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion conversion, consolidation or consolidation transfer of assets to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided provides that the certificate of authentication of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of -------- ------- any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion conversion, consolidation or consolidationtransfer of assets.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in Notes. In case any of the Securities Notes shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities Notes either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of authentication of the Trustee shall haveTrustee; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this ArticleArticle Six, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities Senior Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities Senior Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in Senior Notes. In case at that time any of the Securities Senior Notes shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such the Trustee may authenticate such Securities Senior Notes either in the name of such any predecessor hereunder or in the name of the successor Trustee; , and in all such cases such certificates certificate shall have the full force which it is anywhere in the Securities Senior Notes or in this Indenture provided that the certificate of authentication of the Trustee shall have; providedPROVIDED, howeverHOWEVER, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Senior Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation Person into which the Trustee or its corporate trust business may be merged or converted or with which it may be consolidated, or any Corporation Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation Person succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the such Trustee hereunder, provided such Corporation Person shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case any of the Securities shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of the Trustee shall haveauthentication of such Trustee; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation business entity into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation entity succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case any of the Securities shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any successor by merger, conversion or consolidation to such Trustee may authenticate and deliver such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee or the Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of authentication of the Trustee shall haveTrustee; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the Trusteetrustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this ArticleArticle and under Article 13 of the Negotiable Obligations Law, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in Notes. In case any of the Securities Notes shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities Notes either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of authentication of the Trustee shall haveTrustee; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under Trust Indenture Act Section 310(a) and this ArticleArticle Sixth and shall have a combined capital and surplus of at least $250,000,000, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated, authenticated but not delivered, by any such successor to the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such the certificate of authentication of any predecessor Trustee and deliver the such Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securitiesauthenticated; and, in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such the Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trusteetrustee; and in all such cases such certificates certificate shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, provided that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation or other entity into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation or other entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation or other entity succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation or entity shall be otherwise qualified and eligible under this ArticleArticle Five, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case any of the Securities shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any such successor by merger, conversion or consolidation to such Trustee may authenticate and deliver such Securities Securities, in either in the its own name or that of such its predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have , with the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of authentication of the Trustee shall haveTrustee; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in Notes. In case at that time any of the Securities Notes shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities Notes either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided provides that the certificate of authentication of the Trustee shall have; providedPROVIDED, howeverHOWEVER, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation or other entity into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation or other entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation or other entity succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case any of the Securities shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any successor by merger, conversion or consolidation to such Trustee may authenticate and deliver such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of authentication of the Trustee shall haveTrustee; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided PROVIDED such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; and in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall haveIndenture; providedPROVIDED, howeverHOWEVER, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the either Trustee or its corporate trust business may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the either Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the either Trustee, shall be the successor of the such Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the a Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case any of the Securities shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of the Trustee shall haveauthentication of such Trustee; provided, however, that the right -------- ------- to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; and in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such the Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases cases, such certificates Securities shall have the full force which it is to be and effect provided for anywhere in the Securities or in this Indenture provided that Indenture. ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 701. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS. The Company will furnish or cause to be furnished to the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.Trustee

Merger, Conversion, Consolidation or Succession to Business. Any Corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, Trustee (including the trust created by this Indenture) shall be the successor of the Trustee hereunder, provided PROVIDED that such Corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides the certificate of authentication of the Trustee shall have; providedPROVIDED, howeverHOWEVER, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, ; provided that such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties heretohereto or any Holder of Securities. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case any of the Securities shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any successor by merger, conversion or consolidation to such Trustee may authenticate and deliver such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of authentication of the Trustee shall haveTrustee; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided PROVIDED such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in Notes. In case at that time any of the Securities Notes shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities Notes either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided provides that the certificate of authentication of the Trustee shall have for the certificate of authentication of the Trustee shall have; providedPROVIDED, howeverHOWEVER, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.. ARTICLE SEVEN

Merger, Conversion, Consolidation or Succession to Business. Any Corporation Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such Corporation Person shall be otherwise qualified under the requirements of the Trust Indenture Act and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities of any series shall have been authenticated, authenticated but not delivered, by any such successor to the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such the certificate of authentication of any predecessor Trustee and deliver the such Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securitiesauthenticated; and, in case at that time any of the Securities of any series shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such the Trustee may authenticate such Securities either in the name of such predecessor hereunder successor to the Trustee or, if such successor to the Trustee is a successor by merger, conversion or consolidation, in the name of any predecessor hereunder; provided, however, that such successor shall use the successor Trustee; predecessor's name only in such circumstances set forth in this Section 6.12 and in all such cases such certificates certificate shall have the full force which it is anywhere in the Securities of such series or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, ; provided that such Corporation -------- Person shall be otherwise qualified and eligible under this ArticleArticle Six, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion conversion, consolidation or consolidation transfer of assets to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in . In case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided provides that the certificate of authentication of the Trustee shall have; provided, however, that the right to adopt the certificate of -------- ------- authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion conversion, consolidation or consolidation.transfer of assets. ARTICLE SEVEN

Merger, Conversion, Consolidation or Succession to Business. Any Corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation succeeding to whom all or substantially all the corporate trust business of the TrusteeTrustee shall be transferred, shall be the successor of the Trustee hereunder, provided such Corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion conversion, consolidation or consolidation transfer of all or substantially all of the corporate trust business of Trustee to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in case any of the Securities shall not have been authenticated by the Trustee then in office, any successor to such Trustee by merger, conversion conversion, consolidation or consolidation transfer of all or substantially all of the corporate trust business of Trustee to such Trustee may authenticate such Securities either in the name of such predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidationconsolidation or transfer of all or substantially all of the corporate trust business of Trustee.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under Trust Indenture Act Section 3.10(a) and this Article, Article Sixth and shall have a combined capital and surplus of at least $50,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 6.08 without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated, authenticated but not delivered, by any such successor to the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such the certificate of authentication of any predecessor Trustee and deliver the such Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securitiesauthenticated; and, in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such the Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trusteetrustee; and in all such cases such certificates certificate shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, provided that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business success of the Trustee, shall be the successor of the Trustee hereunder, provided PROVIDED such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in Notes. In case at that time any of the Securities Notes shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities Notes either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of authentication of the Trustee shall haveTrustee; providedPROVIDED, howeverHOWEVER, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in Notes. In case any of the Securities Notes shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities Notes either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of authentication of the Trustee shall haveTrustee; provided, however, PROVIDED HOWEVER that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. of Trustee. Any Corporation corporation into which the Trustee may be merged or converted or ---------- with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such Corporation corporation shall be otherwise qualified and eligible under this Articlethe provisions of Section 5.8 hereof, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated, authenticated but not delivered, by any such successor to the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such the certificate of authentication of any predecessor Trustee and deliver the such Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securitiesauthenticated; and, in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such the Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trustee; trustee, and in all such cases such certificates certificate shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee trustee had itself authenticated such Securities; and in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by mergertrustee may, conversion or consolidation to such Trustee may upon receipt of a Company Order, authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trusteetrustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; providedPROVIDED, howeverHOWEVER, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under Trust Indenture Act Section 310(a) (whether or not such provision is applicable with respect to the Securities) and this Article, Article Sixth and shall have a combined capital and surplus of at least $250,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 608 without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated, authenticated but not delivered, by any such successor to the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such the certificate of authentication of any predecessor Trustee and deliver the such Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securitiesauthenticated; and, in case at that time any of the Securities shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such the Trustee may authenticate such Securities either in the name of such any predecessor hereunder or in the name of the successor Trusteetrustee; and in all such cases such certificates certificate shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, provided that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.. ARTICLE SEVEN

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities or coupons shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities or coupons so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; in Securities or coupons. In case any of the Securities or coupons shall not have been authenticated by the Trustee then in officesuch predecessor Trustee, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities or coupons either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in . In all such cases such certificates shall have the full force and effect which it is anywhere in the Securities or in this Indenture provided that provides for the certificate of authentication of the Trustee shall haveTrustee; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities or coupons in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Merger, Conversion, Consolidation or Succession to Business. Any Corporation corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such SecuritiesNotes; and in case at that time any of the Securities Notes shall not have been authenticated by the Trustee then in officeauthenticated, any successor by merger, conversion or consolidation to such Trustee may authenticate such Securities Notes either in the name of such any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities Notes or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation. ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND SUBSIDIARY GUARANTORS SECTION 701. Disclosure of Names and Addresses of Holders. Every Holder of Notes, by receiving and holding the same, agrees with the Company and the Trustee that none of the Company or the Trustee or any agent of either of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with TIA Section 312, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b).