Common use of Replacement of Trustee Clause in Contracts

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee and be discharged from the trust hereby created with respect to the one or more or all series of Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such that series by so notifying the Trustee and the Company in writing and may appoint a successor Trustee with respect thereto with the consent of the Companywriting. The Company may remove the Trustee as Trustee with respect to the one or more or all series of Securities of any series if: (i) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture7.10 or TIA Section 310; (ii) the Trustee is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a receiver Custodian or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If If, as to any series of Securities, the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of the Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect theretofor that series of Securities. The Trustee shall be entitled to payment of its fees and reimbursement of its expenses while acting as Trustee. Within one year after the successor Trustee takes office, the Holders of at least a majority in principal amount of the then outstanding Securities of such that series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Any Holder of Securities of any series does not deliver its written acceptance required by Section 7.09 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such that series may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee if the Trustee fails to comply with respect theretoSection 7.10. A successor Trustee as to any series of Securities shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The Company shall give mail a notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee’s succession to the Holders. The retiring Trustee and shall promptly transfer all property held by it as Trustee to the address of its Corporate Trust Officesuccessor Trustee, subject to the lien provided for in Section 7.07. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.08, the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee with respect to expenses, losses and liabilities incurred by it prior to such replacement. In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) shall contain such provisions as shall be necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary or desirable to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; provided, however, that nothing herein or in such supplemental indenture shall constitute such Trustees to be co-Trustees of the same trust and that each such Trustee shall be Trustee of a trust hereunder separate and apart from any trust hereunder administered by any other such Trustee. Upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

Replacement of Trustee. A resignation or removal of the The Trustee as Trustee may resign with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time one or more Series by so notifying the Company in writingwriting at least 90 days in advance of such resignation. The Holders of a majority in principal amount of the outstanding Securities of any series Series may remove the Trustee as Trustee with respect to the Securities of such series that Series by so notifying the removed Trustee in writing and may appoint a successor Trustee with respect thereto to that Series with the written consent of the Company, which consent shall not be unreasonably withheld. The Company may remove the Trustee as Trustee with respect to the Securities of any series that Series at its election if: : (i1) the Trustee is no longer fails to comply with, or ceases to be eligible under under, Section 7.11 of this Indenture; 7.10 hereof; (ii2) the Trustee is adjudged a bankrupt or insolvent; an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a receiver Custodian or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the any Series of Securities of any series for any reason, the Company shall promptly notify each Holder of such event and shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the CompanyTrustee. If the a successor Trustee with respect to the Securities of any series one or more Series does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority at least 10% in principal amount of the outstanding Securities of such series the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoTrustee. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of one or more Series fails to comply with Section 7.10 hereof, any series Securityholder of the applicable Series may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee. A successor Trustee in shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately following such delivery (i) the retiring Trustee with respect to one or more Series shall, subject to its rights under Section 7.7 hereof, transfer all property held by it as Trustee with respect to such Series to the successor Trustee, (ii) the resignation or removal of the Securities of such series to all Holders of Securities of such series. Each notice retiring Trustee shall include the name of become effective, and (iii) the successor Trustee with respect to such Series shall have all the rights, powers and the address of its Corporate Trust Office. Notwithstanding replacement duties of the Trustee under this Indenture. A successor Trustee with respect to the Securities of any series pursuant one or more Series shall mail notice of its succession to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall continue for the benefit each Securityholder of the retiring Trusteesuch Series.

Replacement of Trustee. A resignation or removal of the The Trustee as Trustee may resign with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time one or more Series by so notifying the Company in writingwriting at least 90 days in advance of such resignation. The Holders of a majority in principal amount of the outstanding Securities of any series Series may remove the Trustee as Trustee with respect to the Securities of such series that Series by so notifying the removed Trustee in writing and may appoint a successor Trustee with respect thereto to that Series with the consent of the Company, which consent shall not be unreasonably withheld. The Company may remove the Trustee as Trustee with respect to the Securities of any series that Series at its election if: : (i1) the Trustee is no longer fails to comply with, or ceases to be eligible under under, Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or an insolvent; , or an order for relief is entered with respect to the Trustee, under any Bankruptcy Law; (iii3) a receiver Custodian or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. . (5) If the Trustee resigns or is removed as Trustee with respect to the Securities of any seriesremoved, or if a vacancy exists in the office of Trustee Trustee, with respect to the any Series of Securities of any series for any reason, the Company shall promptly appoint appoint, by Board Resolution, a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the CompanyTrustee. If the a successor Trustee with respect to the Securities of any series one or more Series does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority at least 10% in principal amount of the outstanding Securities of such series the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoTrustee. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of one or more Series fails to comply with Section 7.10, any series Securityholder of the applicable Series may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee. A successor Trustee in shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately following such delivery, (i) the retiring Trustee with respect to one or more Series shall, subject to its rights under Section 7.7, transfer all property held by it as Trustee with respect to such Series to the successor Trustee, (ii) the resignation or removal of the Securities of such series to all Holders of Securities of such series. Each notice retiring Trustee shall include the name of become effective and (iii) the successor Trustee with respect to such Series shall have all the rights, powers and the address of its Corporate Trust Office. Notwithstanding replacement duties of the Trustee under this Indenture. A successor Trustee with respect to the Securities of any series pursuant one or more Series shall mail notice of its succession to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall continue for the benefit each Securityholder of the retiring Trusteesuch Series.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities of any series of Securities then outstanding may remove the Trustee as Trustee with respect to the Securities of such series of Securities by so notifying the removed Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company's consent. The Company may remove the Trustee as Trustee with respect to the one or more or all series of Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or an insolvent; ; (iii3) a receiver or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee becomes incapable of acting. If If, as to any series of Securities, the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect theretofor that series. Within one year A successor Trustee as to any series of Securities shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee takes officeshall have all the rights, powers and duties of the Trustee under this Indenture as to such series. A successor Trustee shall mail notice of its succession to the Holders of a majority in principal amount of the outstanding Securities of such series may appoint of Securities. If a successor Trustee in respect of such Securities as to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series of Securities does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, then (i) the retiring Trustee, Trustee or the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee and (ii) the Holders of a majority in principal amount of such series of Securities then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10 with respect thereto. The Company shall give notice to any series of Securities, any resignation and Holder of such series of Securities who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee for such series. (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of any that or those series and each to which the appointment of a such successor Trustee in respect relates, (2) shall contain such provisions as shall be necessary or desirable to confirm that all the rights, powers, trusts and duties of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the retiring Trustee with respect to the Securities of any that or those series pursuant as to this Section 7.08 and Section 7.09, which the Company’s obligations under Section 7.07 retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary or desirable to provide for or facilitate the benefit administration of the trusts hereunder by more than one Trustee; provided, however, that nothing herein or in such supplemental Indenture shall constitute such Trustee co-trustees of the same trust and that each such Trustee shall be a trustee of a trust hereunder separate and apart from any trust hereunder and administered by any other such Trustee. Upon the execution and delivery of such supplemental Indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.088.10. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal Principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 7.13 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal Principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 7.11 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal Principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 7.10 and Section 7.097.11, the Company’s obligations under Section 7.07 8.7 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal Principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal Principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal Principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the The Trustee as Trustee may resign with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time one or more Series by so notifying the Company in writingwriting at least 90 days in advance of such resignation. The Holders of a majority in principal amount of the outstanding Securities of any series Series may remove the Trustee as Trustee with respect to the Securities of such series that Series by so notifying the removed Trustee in writing and may appoint a successor Trustee with respect thereto to that Series with the consent of the Company, which consent shall not be unreasonably withheld. The Company may remove the Trustee as Trustee with respect to the Securities of any series that Series at its election if: : (i1) the Trustee is no longer fails to comply with, or ceases to be eligible under under, Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or an insolvent; , or an order for relief is entered with respect to the Trustee, under any Bankruptcy Law; (iii3) a receiver Custodian or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any seriesremoved, or if a vacancy exists in the office of Trustee Trustee, with respect to the any Series of Securities of any series for any reason, the Company shall promptly appoint appoint, by Board Resolution, a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the CompanyTrustee. If the a successor Trustee with respect to the Securities of any series one or more Series does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority at least 10% in principal amount of the outstanding Securities of such series the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoTrustee. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of one or more Series fails to comply with Section 7.10, any series Securityholder of the applicable Series may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee. A successor Trustee in shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately following such delivery, (i) the retiring Trustee with respect to one or more Series shall, subject to its rights under Section 7.7, transfer all property held by it as Trustee with respect to such Series to the successor Trustee, (ii) the resignation or removal of the Securities of such series to all Holders of Securities of such series. Each notice retiring Trustee shall include the name of become effective and (iii) the successor Trustee with respect to such Series shall have all the rights, powers and the address of its Corporate Trust Office. Notwithstanding replacement duties of the Trustee under this Indenture. A successor Trustee with respect to the Securities of any series pursuant one or more Series shall mail notice of its succession to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall continue for the benefit each Securityholder of the retiring Trusteesuch Series.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.087.8. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 7.10 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.09 7.8 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. A successor Trustee with respect to the Securities of any series shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after the delivery of such written acceptance, subject to the lien provided for in Section 7.7, (i) the retiring Trustee shall transfer all property held by it as Trustee in respect of the Securities of such series to the successor Trustee, (ii) the resignation or removal of the retiring Trustee in respect of the Securities of such series shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee in respect of the Securities of such series under this Indenture. A successor Trustee shall mail notice of its succession to each Holder of Securities of such series. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.8, the Company’s 's obligations under Section 7.07 7.7 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the The Trustee as Trustee may resign with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time one or more Series by so notifying the Company in writingwriting at least [ ] days in advance of such resignation. The Holders of a majority in principal amount of the outstanding Securities of any series Series may remove the Trustee as Trustee with respect to the Securities of such series that Series by so notifying the removed Trustee in writing and may appoint a successor Trustee with respect thereto to that Series with the consent of the Company, which consent shall not be unreasonably withheld. The Company may remove the Trustee as Trustee with respect to the Securities of any series that Series at its election if: : (i1) the Trustee is no longer fails to comply with, or ceases to be eligible under under, Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or an insolvent; , or an order for relief is entered with respect to the Trustee, under any Bankruptcy Law; (iii3) a receiver Custodian or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. . (5) If the Trustee resigns or is removed as Trustee with respect to the Securities of any seriesremoved, or if a vacancy exists in the office of Trustee Trustee, with respect to the any Series of Securities of any series for any reason, the Company shall promptly appoint appoint, by Board Resolution, a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the CompanyTrustee. If the a successor Trustee with respect to the Securities of any series one or more Series does not deliver its written acceptance required by Section 7.09 take office within 30 [ ] days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority at least [ ]% in principal amount of the outstanding Securities of such series the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoTrustee. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of one or more Series fails to comply with Section 7.10, any series Securityholder of the applicable Series may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee. A successor Trustee in shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately following such delivery, (i) the retiring Trustee with respect to one or more Series shall, subject to its rights under Section 7.7, transfer all property held by it as Trustee with respect to such Series to the successor Trustee, (ii) the resignation or removal of the Securities of such series to all Holders of Securities of such series. Each notice retiring Trustee shall include the name of become effective and (iii) the successor Trustee with respect to such Series shall have all the rights, powers and the address of its Corporate Trust Office. Notwithstanding replacement duties of the Trustee under this Indenture. A successor Trustee with respect to the Securities of any series pursuant one or more Series shall mail notice of its succession to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall continue for the benefit each Securityholder of the retiring Trusteesuch Series.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee and be discharged at any time with respect to the Securities of any one or more series at any time by so notifying the Company in writingCompany. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a receiver Bankruptcy Custodian or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee for any reason, with respect to the Securities of any series for any reasonone or more series, the Company shall promptly appoint a successor Trustee or Trustees with respect theretoto the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series). Within one year after the successor Trustee with respect to the Securities of any series takes office, the Holders of a majority in principal amount of the outstanding Securities of such series then outstanding may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the a successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 days after the retiring or removed Trustee resigns or is removed, the retiring Trusteeor removed Trustee (at the expense of the Company), the Company or the Holders of a majority at least 10% in principal amount of the then outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoto the Securities of such series. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of a series fails to comply with Section 7.10, any Holder of Securities of such series may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of such series. In case of the appointment of a successor Trustee with respect to all Securities, each such successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the retiring Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. In case of the appointment of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more (but not all) series shall execute and deliver an indenture supplemental hereto in which each successor Trustee shall accept such appointment and that (1) shall confer to each successor Trustee all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall confirm that all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, and each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. Upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee shall have all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. On request of the Company or any successor Trustee, such retiring Trustee shall transfer to such successor Trustee all property held by such retiring Trustee as Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. Such retiring Trustee shall, however, have the right to deduct its unpaid fees and expenses, including attorneys’ fees. Notwithstanding replacement of the Trustee or Trustees pursuant to this Section 7.08 and Section 7.097.08, the Company’s obligations of the Company under Section 7.07 shall continue for the benefit of the retiring TrusteeTrustee or Trustees.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal Principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal Principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal Principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall survive and continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying giving 30 days’ advance written notice to the Company in writingCompany. The Holders of a majority in principal Principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal Principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 within 30 days after the retiring Trustee resigns gives notice of its resignation or is removed, the retiring Trustee, the Trustee (in the case of resignation), the Company or the Holders of a majority in principal Principal amount of the outstanding Securities of such series may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with respect theretothereto or the Trustee may appoint a successor (in the case of resignation). The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 7.10 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.09 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. A successor Trustee with respect to the Securities of any series shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after the delivery of such written acceptance, subject to the lien provided for in Section 7.07 and subject to the payment of any and all amounts then due and owing to the retiring Trustee, (i) the retiring Trustee shall transfer all property held by it as Trustee in respect of the Securities of such series to the successor Trustee, (ii) the resignation or removal of the retiring Trustee in respect of the Securities of such series shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee in respect of the Securities of such series under this Indenture. A successor Trustee shall mail notice of its succession to each Holder of Securities of such series. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.08, the Company’s 's obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section ‎Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section ‎Section 7.11 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section ‎Section 7.09 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section ‎Section 7.08 and Section ‎Section 7.09, the Company’s obligations under Section ‎Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.087.7. The Trustee may resign as Trustee with respect to the Securities of any one or more series in writing at any time and be discharged from the trust hereby created by so notifying the Company in writingCompany. The Holders of Securities of a majority in principal amount Principal Amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee and the Company in writing and may appoint a successor Trustee with respect thereto with the consent of the Companywriting. The Company may by a Board Resolution remove the Trustee as Trustee with respect to the Securities of any series if: : (ia) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.9 hereof; (iib) the Trustee is adjudged a bankrupt or insolvent; an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iiic) a receiver custodian or other public officer takes charge of the Trustee or its property; or or (ivd) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect theretoto the applicable series. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint If a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company Company, or the Holders of a majority at least 10% in principal amount Principal Amount of the then outstanding Securities of such that series may petition any court of competent jurisdiction for the appointment of a successor Trustee Trustee. If the Trustee, after receiving a written request to resign by any Holder of a Security who has been a bona fide Holder of a Security for at least six months, fails to comply with respect thereto. The Company shall give notice Section 7.9, such Holder of a Security may petition any resignation and any court of competent jurisdiction for the removal of the Trustee with respect to and the Securities of any series and each appointment of a successor Trustee. A successor Trustee in respect shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the Securities of such series retiring Trustee with respect to all Holders of Securities of such series. Each notice or any applicable series shall include the name of become effective, and the successor Trustee shall have all the rights, powers and duties of the address Trustee under this Indenture. The successor Trustee shall mail a notice of its Corporate Trust Officesuccession to Holders of the Securities. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.6 hereof. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.7, the Company’s obligations under Section 7.07 7.6 hereof shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. (a) A resignation or removal of the Trustee as Trustee with respect to the one or more or all Series of Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. . (b) The Trustee may resign as Trustee with respect to the one or more or all Series of Securities of any series in writing at any time and be discharged from the trust hereby created by so notifying the Company in writingCompany. The Holders of a majority in aggregate principal amount of the then outstanding Securities of any series such Series may remove the Trustee as Trustee with 30 days prior written notice with respect to the Securities of such series Series by so notifying the Trustee and the Company in writing and may appoint a successor Trustee with respect thereto with the consent of the Companywriting. The Company may remove the Trustee as Trustee with respect to the one or more or all Series of Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10 hereof; (ii2) the Trustee is adjudged a bankrupt or insolvent; an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a receiver custodian or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee becomes incapable of acting. . (c) If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee for any reason with respect to the Securities one or more Series of any series for any reasonSecurities, the Company shall promptly appoint a successor Trustee with respect theretoto such Series of Securities. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Securities of such series Series may appoint a successor Trustee in with respect to such Series of such Securities to replace the successor Trustee appointed by the Company. . (d) If the a successor Trustee with respect to the Securities of any series one or more Series does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least a majority in aggregate principal amount of the then outstanding Securities of such series the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. The Company shall give notice to such Series of Securities. (e) If the Trustee, after written request by any resignation and Holder of Securities of such Series who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee with respect to such Series of Securities and the Securities of any series and each appointment of a successor Trustee. (f) A successor Trustee in with respect to such Series of Securities will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the Securities retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture with respect to such series Series of Securities. The successor Trustee will mail a notice of its succession to all Holders of Securities of such seriesSeries. Each notice shall include the name The retiring Trustee will promptly transfer all property held with respect to such Series of Securities by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the address of its Corporate Trust Officelien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.08, the Company’s obligations under Section 7.07 shall hereof will continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.088.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company and the Guarantor in writing. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 8.10 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.09 8.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. A successor Trustee with respect to the Securities of any series shall deliver a written acceptance of its appointment to the retiring Trustee, to the Company and to the Guarantor. Immediately after the delivery of such written acceptance, subject to the lien provided for in Section 8.07 and subject to the payment of any and all amounts then due and owing to the retiring Trustee, (i) the retiring Trustee shall transfer all property held by it as Trustee in respect of the Securities of such series to the successor Trustee, (ii) the resignation or removal of the retiring Trustee in respect of the Securities of such series shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee in respect of the Securities of such series under this Indenture. A successor Trustee shall mail notice of its succession to each Holder of Securities of such series. Upon request of any such successor Trustee, the Company and the Guarantor shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.098.08, the Company’s and the Guarantor’s obligations under Section 7.07 8.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the one or more or all series of Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.08Section. The Trustee may resign as Trustee with respect to the one or more or all series of Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such that series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company's consent. The Company may remove the Trustee as Trustee with respect to the one or more or all series of Securities of any series if: : (ia) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10 hereof; (iib) the Trustee is adjudged a bankrupt or insolvent; ; (iiic) a receiver or other public officer takes charge of the Trustee or its property; or or (ivd) the Trustee becomes incapable of acting. If If, as to any series of Securities, the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect theretofor that series. Within one year after the successor Trustee with respect to any series takes office, the Holders of a majority in principal amount of the then outstanding Securities of such that series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the a successor Trustee with respect as to the Securities of any a particular series does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority at least 10% in principal amount of the then outstanding Securities of such that series may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10 hereof with respect thereto. The Company shall give notice to any series, any Holder of Securities of that series who satisfies the requirements of TIA Section 310(b) may petition any resignation and any court of competent jurisdiction for the removal of the Trustee with respect to and the Securities of any series and each appointment of a successor Trustee for that series. A successor Trustee as to any series of Securities shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in respect Section 7.07 hereof), the resignation or removal of the Securities retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of such series the Trustee under this Indenture as to all that series. The successor Trustee shall mail a notice of its succession to the Holders of Securities of such that series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.08, the Company’s 's obligations under Section 7.07 hereof shall continue for the benefit of the retiring trustee. In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and that (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) shall contain such provisions as shall be necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary or desirable to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; provided, however, that nothing herein or in such supplemental Indenture shall constitute such Trustee co-trustees of the same trust and that each such Trustee shall be trustee of a trust hereunder separate and apart from any trust hereunder administered by any other such Trustee. Upon the execution and delivery of such supplemental Indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 7.10 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.09 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. A successor Trustee with respect to the Securities of any series shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after the delivery of such written acceptance, subject to the lien provided for in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee in respect of the Securities of such series to the successor Trustee, (ii) the resignation or removal of the retiring Trustee in respect of the Securities of such series shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee in respect of the Securities of such series under this Indenture. A successor Trustee shall mail notice of its succession to each Holder of Securities of such series. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.08, the Company’s 's obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. (a) A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.08. . (b) The Trustee may resign as Trustee with respect to the one or more or all Series of Securities of any series in writing at any time upon 30 days' prior notice to the Company and be discharged from the trust hereby created by so notifying the Company in writingCompany. The Holders of a majority in principal amount of the then outstanding Securities of any series Series may remove the Trustee as Trustee with respect to the Securities of such series Series by so notifying the Trustee and the Company in writing and may appoint a successor Trustee with respect thereto with the consent of the Companywriting. The Company may remove the Trustee as Trustee with respect to the one or more or all Series of Securities of any series if: : (i) the Trustee is no longer eligible under fails to comply with Section 7.11 7.10 with respect to any Series of this Indenture; Securities; (ii) the Trustee is adjudged a to be bankrupt or insolvent; , or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a receiver custodian or other public officer takes charge of the Trustee or its property; or or (iv) the Trustee becomes incapable of acting. acting with respect to any Series of Securities. (c) If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect theretoto the applicable Series. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Securities of such series Series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to such Series appointed by the Company. (d) If a successor Trustee with respect to Securities of any series one or more Series does not deliver its written acceptance required by Section 7.09 take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company Company, or the Holders of a majority at least 10% in principal amount of the then outstanding Securities of such series the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee. (e) If the Trustee with respect thereto. The Company shall give notice of any resignation and Series of Securities, after written request by any Holder of the applicable Series who has been a Holder of such Series for at least six months, fails to comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee with respect to such Series and the Securities of any series and each appointment of a successor Trustee. (f) A successor Trustee in respect shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the Securities of such series retiring Trustee with respect to all or any applicable Series shall become effective, and the successor Trustee shall have all the rights, powers and duties with respect to each such Series of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders of Securities of each such seriesSeries. Each notice The retiring Trustee shall include the name promptly transfer all property held by it as Trustee of Securities of each such Series to the successor Trustee; provided, however, that all sums owing to the Trustee and the address of its Corporate Trust Officehereunder shall have been paid. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.08, the Company’s 's obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the The Trustee as Trustee may resign with respect to the Securities Notes of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time Series by so notifying the Company in writingwriting at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Securities Notes of any series Series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with to such Series of Notes by so notifying the consent Trustee and the Company in writing not less than 30 days prior to the effective date of the Companysuch removal. The Company may shall remove the Trustee as Trustee with respect to the Securities Notes of any series one or more Series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; ; (iii3) a receiver or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or resigns, is removed as Trustee with respect to by the Securities Company or by the Holders of a majority in principal amount of the Notes of any series, Series and such Holders do not reasonably promptly appoint a successor Trustee or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reasonreason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. A successor Trustee with respect theretoshall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Within one year after Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee takes officeshall have all the rights, the Holders of a majority in principal amount powers and duties of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to each Series of Notes for which it is acting as Trustee under this Indenture. The successor Trustee shall mail or otherwise deliver a notice of its succession to Holders of that Series of Notes. The retiring Trustee shall promptly transfer all property held by it as Trustee to the Securities of any series successor Trustee, subject to the lien provided for in Section 7.07. If a successor Trustee does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company Trustee or the Holders of at least a majority in principal amount of the outstanding Securities Notes of such series that Series may petition petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with respect thereto. The Company shall give notice Section 7.10, any Holder of that Series of Notes may petition any resignation and any court of competent jurisdiction for the removal of the Trustee with respect to and the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust OfficeTrustee. Notwithstanding the replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.08, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee with respect to fees, expenses and liabilities incurred by it prior to such replacement. The retiring or removed Trustee shall have no responsibility or liability for the action or inaction of any successor Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee and be discharged at any time with respect to the Securities of any one or more series at any time by so notifying the Company in writingCompany. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a receiver Bankruptcy Custodian or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee for any reason, with respect to the Securities of any series for any reasonone or more series, the Company shall promptly appoint a successor Trustee or Trustees with respect theretoto the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series). Within one year after the successor Trustee with respect to the Securities of any series takes office, the Holders of a majority in principal amount of the outstanding Securities of such series then outstanding may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the a successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 days after the retiring or removed Trustee resigns or is removed, the retiring or removed Trustee, the Company or the Holders of a majority at least 10% in principal amount of the then outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoto the Securities of such series. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of a series fails to comply with Section 7.10, any Holder of Securities of such series may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of such series. In case of the appointment of a successor Trustee with respect to all Securities, each such successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the retiring Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. In case of the appointment of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more (but not all) series shall execute and deliver an indenture supplemental hereto in which each successor Trustee shall accept such appointment and that (1) shall confer to each successor Trustee all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall confirm that all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, and each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. Upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee shall have all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. On request of the Company or any successor Trustee, such retiring Trustee shall transfer to such successor Trustee all property held by such retiring Trustee as Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. Notwithstanding replacement of the Trustee or Trustees pursuant to this Section 7.08 and Section 7.097.08, the Company’s obligations of the Company under Section 7.07 shall continue for the benefit of the retiring TrusteeTrustee or Trustees.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.08Section. The Trustee may resign as at any time with respect to any Series of Securities by so notifying the Company in writing. Provided that no Event of Default has occurred and is continuing, the Company may remove the Trustee with respect to the any Series of Securities of any series at any time by so notifying the Company in writingTrustee of such Series of Securities. The Holders of a majority in principal amount of the outstanding Securities of any series may Series may, by written notice to the Trustee, remove the Trustee as Trustee with respect to the that Series of Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may Company, by notice to such Trustee, shall remove the such Trustee as if: (a) such Trustee fails to comply with respect to the Securities of any series if: Section 6.10; (ib) the Trustee is no longer eligible under Section 7.11 of this Indenture; (ii) the such Trustee is adjudged a bankrupt or an insolvent; ; (iiic) a receiver or other public officer takes charge of the such Trustee or its property; or or (ivd) the such Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities or becomes incapable of any series, acting or if a vacancy exists in the office of Trustee for any reason with respect to the Securities one or more Series of any series for any reasonSecurities, the Company by Board Resolution shall promptly appoint a successor Trustee or Trustees with respect theretoto such Series of Securities (it being understood that any such successor Trustee may be appointed with respect to one or more or all Series of Securities and at any time there shall be only one Trustee with respect to any particular Series of Securities). Within one year after the successor Trustee of a Series of Securities takes office, the Holders of a majority in principal amount of the outstanding such Securities of such series the affected Series may appoint a successor Trustee in respect of such Securities Series to replace the successor Trustee of such Series appointed by the Company. If the a successor Trustee with respect to the for a particular Series of Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee of such Series resigns or is removed, the retiring TrusteeTrustee of such Series, the Company or the Holders of a majority at least 10% in principal amount of the outstanding Securities of such series the affected Series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of for such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring TrusteeSeries.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.087.8. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 7.10 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.09 7.8 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. A successor Trustee with respect to the Securities of any series shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after the delivery of such written acceptance, subject to the lien provided for in Section 7.7, and subject to the payment of any and all amounts then due and owing to the Trustee, (i) the retiring Trustee shall transfer all property held by it as Trustee in respect of the Securities of such series to the successor Trustee, (ii) the resignation or removal of the retiring Trustee in respect of the Securities of such series shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee in respect of the Securities of such series under this Indenture. A successor Trustee shall mail notice of its succession to each Holder of Securities of such series. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.8, the Company’s 's obligations under Section 7.07 7.7 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal Principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal Principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal Principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. The Company or the successor Trustee shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.087.10. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal Principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 7.13 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal Principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 7.11 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal Principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 7.10 and Section 7.097.11, the Company’s obligations under Section 7.07 8.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 7.10 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.09 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. The Company shall give notice of any resignation and any removal of the A successor Trustee with respect to the Securities of any series shall deliver a written acceptance of its appointment to the retiring Trustee and each appointment to the Company. Immediately after the delivery of a successor such written acceptance, subject to the lien provided for in Section 7.07 and subject to the payment of any and all amounts then due and owing to the retiring Trustee, (i) the retiring Trustee shall transfer all property held by it as Trustee in respect of the Securities of such series to all Holders the successor Trustee, (ii) the resignation or removal of the retiring Trustee in respect of the Securities of such series. Each notice series shall include the name of become effective and (iii) the successor Trustee shall have all the rights, powers and the address of its Corporate Trust Office. Notwithstanding replacement duties of the Trustee with in respect to of the Securities of any such series pursuant to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.this

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section ‎Section 7.11 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section ‎Section 7.09 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section ‎Section 7.08 and Section ‎Section 7.09, the Company’s obligations under Section ‎Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A No resignation or removal of the Trustee as and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee. The Trustee may resign at any time with respect to the Securities of any one or more series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writingCompany. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the CompanyTrustee. The Company may shall remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; ; (iii3) a receiver or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to by the Company or by the Holders of a majority in principal amount of the then outstanding Securities of any seriesseries and such Holders of such series do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of the Trustee with respect to the Securities of any series for any reasonreason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of to such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Companyseries. If the a successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company Trustee or the Holders of a majority at least 10% in principal amount of the then outstanding Securities of such series may petition petition, at the Company’s expense, any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoto Securities of such series. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of a series fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in TIA § 310(b), any Holder who has been a bona fide Holder of a Security of such series for at least six months may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee in with respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name In case of the appointment of a successor Trustee with respect to all Securities, each such successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee, to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the address successor Trustee, without any further act, deed or conveyance, shall have all the rights, power and duties of the retiring Trustee under this Indenture. The successor Trustee shall mail a notice of its Corporate Trust Officesuccession to Holders. Notwithstanding replacement The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. In case of the appointment of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more (but not all) series shall execute and deliver an indenture supplemental hereto in which each successor Trustee shall accept such appointment and that (1) shall confer to each successor Trustee all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall confirm that all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, and each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. Upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall have all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. On request of the Company or any successor Trustee, such retiring Trustee shall transfer to such successor Trustee all property held by such retiring Trustee as Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. Such retiring Trustees shall, however, have the right to deduct its unpaid fees and expenses, including, without limitation, reasonable attorneys’ fees and expenses. Notwithstanding the replacement of the Trustee pursuant to this Section 7.08 and Section 7.097.08, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. So long as no Event of Default, or no event which is, or after notice or lapse of time, or both, would become, an Event of Default, shall have occurred and be continuing, and except with respect to a Trustee appointed by the act of the Holders of a majority in principal amount of then outstanding Securities of any series, if the Company shall have delivered to the Trustee (1) a Board Resolution appointing a successor Trustee, effective as of a date specified therein (which date shall be no sooner than 45 days after the date of such delivery, unless a shorter period shall be acceptable to the Trustee), and (2) an instrument of acceptance of such appointment, effective as of such date, by such successor Trustee, then the Trustee shall be deemed removed, the successor Trustee shall be deemed to have been appointed by the Company and such appointment shall be deemed to have been accepted as contemplated, all as of such date, and all other provisions of this Section 7.08 shall be applicable to such removal, appointment and acceptance except to the extent inconsistent with this subsection.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee and be discharged at any time with respect to the Securities of any one or more series at any time by so notifying the Company in writingCompany. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a receiver Bankruptcy Custodian or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee for any reason, with respect to the Securities of any series for any reasonone or more series, the Company shall promptly appoint a successor Trustee or Trustees with respect theretoto the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series). Within one year after the successor Trustee with respect to the Securities of any series takes office, the Holders of a majority in principal amount of the outstanding Securities of such series then outstanding may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the a successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 days after the retiring or removed Trustee resigns or is removed, the retiring or removed Trustee, the Company or the Holders of a majority at least 10% in principal amount of the then outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoto the Securities of such series. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of a series fails to comply with Section 7.10, any Holder of Securities of such series may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of such series. In case of the appointment of a successor Trustee with respect to all Securities, each such successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the retiring Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. In case of the appointment of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more (but not all) series shall execute and deliver an indenture supplemental hereto in which each successor Trustee shall accept such appointment and that (1) shall confer to each successor Trustee all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall confirm that all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, and each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. Upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee shall have all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. On request of the Company or any successor Trustee, such retiring Trustee shall transfer to such successor Trustee all property held by such retiring Trustee as Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. Such retiring Trustee shall, however, have the right to deduct its unpaid fees and expenses, including attorneys’ fees. Notwithstanding replacement of the Trustee or Trustees pursuant to this Section 7.08 and Section 7.097.08, the Company’s obligations of the Company under Section 7.07 shall continue for the benefit of the retiring TrusteeTrustee or Trustees.

Replacement of Trustee. A (a) The resignation or removal of the Trustee as Trustee with respect to and the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.08. Section. (b) The Trustee may resign as Trustee with respect to the Securities of any series at any time Series by so notifying the Company in writingCompany. The Holders of a majority in principal Principal amount of the outstanding Securities of any series Series may remove the Trustee as Trustee with respect to the Securities of such series that Series by so notifying the Trustee in writing and the Company, and may appoint a successor Trustee with respect thereto for such Series with the consent of the Company. 's consent. (c) The Company may remove the Trustee as Trustee with respect to the Securities of any series Series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or an insolvent; ; (iii3) a receiver or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee becomes incapable of acting. In addition, the Company may remove the Trustee with respect to Securities of any Series without cause if the Company gives written notice to the Trustee of such proposed removal at least six months in advance of the proposed effective date of such removal; provided, however, that such removal shall not become effective if a Default exists on the date of the giving of such notice or occurs prior to the date such removal is scheduled to become effective. (d) If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee for any reason, with respect to the Securities of any series for any reasonSeries, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of for such Series. (e) If a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series Series does not deliver its written acceptance required by Section 7.09 take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal Principal amount of the outstanding Securities of such series the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. The Company shall give notice of any resignation and any removal of Trustee. (f) If the Trustee with respect to the Securities of any series Series fails to comply with Section 7.10, any Securityholder of the applicable Series may petition any court of competent jurisdiction for the removal of such Trustee and the appointment of a successor Trustee. (g) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and the Company. Thereupon, the resignation or removal of the retiring Trustee for any Series of Securities shall become effective, and the successor Trustee shall have all the rights, powers, and duties of the retiring Trustee with respect to all Series of Securities for which the successor Trustee is to be acting as Trustee under this Indenture. The retiring Trustee shall promptly transfer all property held by it as Trustee with respect to such Series of Securities to the successor Trustee subject to the lien provided for in Section 7.07. The Company shall give notice of each appointment of a successor Trustee in respect for any Series of the Securities by publishing notice of such series event once in an Authorized Newspaper in each of The City of New York, and London, by mailing written notice of such event by first-class mail to all the Holders of Securities of such series. Each notice Series entitled to receive reports pursuant to Section 4.02(c). (h) All provisions of this Section 7.08 except subparagraphs (c)(1) and (d) and the words "subject to the lien provided for in Section 7.07" in subparagraph (g) shall include apply also to any Paying Agent located outside the name U.S. and its possessions and required by Section 2.04. (i) In case of the appointment hereunder of a successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09one or more (but not all) Series, the Company’s obligations under Section 7.07 , the retiring Trustee and such successor Trustee shall continue for execute and deliver a supplemental indenture wherein such successor Trustee shall accept such appointment, and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, such successor Trustee all the benefit rights, powers, trusts, and duties of the retiring Trustee with respect to the Securities of that or those Series to which the appointment of such successor Trustee relates; (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those Series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee; and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee.

Replacement of Trustee. A resignation or removal of the The Trustee as Trustee may resign with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time one or more Series by so notifying the Company in writingwriting at least 90 days in advance of such resignation. The Holders of a majority in principal amount of the outstanding Securities of any series Series may remove the Trustee as Trustee with respect to the Securities of such series that Series by so notifying the removed Trustee in writing and may appoint a successor Trustee with respect thereto to that Series with the consent of the Company, which consent shall not be unreasonably withheld. The Company may remove the Trustee as Trustee with respect to the Securities of any series that Series at its election if: : (ia) the Trustee is no longer fails to comply with, or ceases to be eligible under under, Section 7.11 of this Indenture; 7.10; (iib) the Trustee is adjudged a bankrupt or an insolvent; , or an order for relief is entered with respect to the Trustee, under any Bankruptcy Law; (iiic) a receiver Custodian or other public officer takes charge of the Trustee or its property; or or (ivd) the Trustee otherwise becomes incapable of acting. . (e) If the Trustee resigns or is removed as Trustee with respect to the Securities of any seriesremoved, or if a vacancy exists in the office of Trustee Trustee, with respect to the any Series of Securities of any series for any reason, the Company shall promptly appoint appoint, by Board Resolution, a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the CompanyTrustee. If the a successor Trustee with respect to the Securities of any series one or more Series does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority at least 10% in principal amount of the outstanding Securities of such series the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoTrustee. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of one or more Series fails to comply with Section 7.10, any series Securityholder of the applicable Series may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee. A successor Trustee in shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately following such delivery, (i) the retiring Trustee with respect to one or more Series shall, subject to its rights under Section 7.7, transfer all property held by it as Trustee with respect to such Series to the successor Trustee, (ii) the resignation or removal of the Securities of such series to all Holders of Securities of such series. Each notice retiring Trustee shall include the name of become effective and (iii) the successor Trustee with respect to such Series shall have all the rights, powers and the address of its Corporate Trust Office. Notwithstanding replacement duties of the Trustee under this Indenture. A successor Trustee with respect to the Securities of any series pursuant one or more Series shall mail notice of its succession to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall continue for the benefit each Securityholder of the retiring Trusteesuch Series.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.088.10. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal Principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 7.13 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal Principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 7.11 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal Principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 7.10 and Section 7.097.11, the Company’s obligations under Section 7.07 8.7 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee and be discharged at any time with respect to the Securities of any one or more series at any time by so notifying the Company in writingCompany. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a receiver Bankruptcy Custodian or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee for any reason, with respect to the Securities of any series for any reasonone or more series, the Company shall promptly appoint a successor Trustee or Trustees with respect theretoto the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series). Within one year after the successor Trustee with respect to the Securities of any series takes office, the Holders of a majority in principal amount of the outstanding Securities of such series then outstanding may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the a successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 days after the retiring or removed Trustee resigns or is removed, the retiring or removed Trustee, the Company or the Holders of a majority at least 10% in principal amount of the then outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoto the Securities of such series. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of a series fails to comply with Section 7.10, any Holder of Securities of such series may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of such series. In case of the appointment of a successor Trustee with respect to all Securities, each such successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the retiring Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. In case of the appointment of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more (but not all) series shall execute and deliver an indenture supplemental hereto in which each successor Trustee shall accept such appointment and that (1) shall confer to each successor Trustee all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall confirm that all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, and each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. Upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee shall have all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. On request of the Company or any successor Trustee, such retiring Trustee shall transfer to such successor Trustee all property held by such retiring Trustee as Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. Notwithstanding replacement of the Trustee or Trustees pursuant to this Section 7.08 and Section 7.097.08, the Company’s obligations of the Company under Section 7.07 shall continue for the benefit of the retiring TrusteeTrustee or Trustees.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Convertible Securities of any series and appointment of a successor Trustee as Trustee with respect to the Convertible Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.088.08. The Trustee may resign as Trustee with respect to the Convertible Securities of any series at any time by so notifying the Company and the Guarantor in writing. The Holders of a majority in principal amount of the outstanding Convertible Securities of any series may remove the Trustee as Trustee with respect to the Convertible Securities of such series by so notifying the Trustee in writing and may may, in accordance with the following paragraph, appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Convertible Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 8.10 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Convertible Securities of any series, or if a vacancy exists in the office of the Trustee with respect to the Convertible Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Convertible Securities of such series may appoint a successor Trustee in respect of such Convertible Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Convertible Securities of any series does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.09 8.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, at the expense of the Company, the Company or the Holders of a majority in principal amount of the outstanding Convertible Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. A successor Trustee with respect to the Convertible Securities of any series shall deliver a written acceptance of its appointment to the retiring Trustee, to the Company and to the Guarantor. Immediately after the delivery of such written acceptance, subject to the lien provided for in Section 8.07 and subject to the payment of any and all amounts then due and owing to the retiring Trustee, (i) the retiring Trustee shall transfer all property held by it as Trustee in respect of the Convertible Securities of such series to the successor Trustee, (ii) the resignation or removal of the retiring Trustee in respect of the Convertible Securities of such series shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee in respect of the Convertible Securities of such series under this Indenture. Upon request of any such successor Trustee, the Company and the Guarantor shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Convertible Securities of any series and each appointment of a successor Trustee in respect of the Convertible Securities of such series to all Holders of Convertible Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Convertible Securities of any series pursuant to this Section 7.08 and Section 7.098.08, the Company’s and the Guarantor’s obligations under Section 7.07 8.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section ‎Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying giving 30 days’ advance written notice to the Company in writingCompany. The Holders of a majority in principal Principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section ‎Section 7.11 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal Principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section ‎Section 7.09 within 30 days after the retiring Trustee resigns gives notice of its resignation or is removed, the retiring Trustee, the Trustee (in the case of resignation), the Company or the Holders of a majority in principal Principal amount of the outstanding Securities of such series may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with respect theretothereto or the Trustee may appoint a successor (in the case of resignation). The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section ‎Section 7.08 and Section ‎Section 7.09, the Company’s obligations under Section ‎Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall will become effective only upon the successor TrusteeXxxxxxx’s acceptance of appointment as provided in this Section 7.087.8. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writingCompany. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the CompanyTrustee. The Company may shall remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; ; (iii3) a receiver or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to by the Company or by the Holders of a majority in principal amount of the then outstanding Securities of any seriesseries and such Holders of such series do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of the Trustee with respect to the Securities of any series for any reasonreason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of to such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Companyseries. If the a successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company Trustee or the Holders of a majority at least 10% in principal amount of the then outstanding Securities of such series may petition petition, at the Company’s expense, any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoto Securities of such series. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of a series fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in TIA § 310(b), any Holder who has been a bona fide Holder of a Security of such series for at least six months may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee in with respect of the Securities of such series to all Holders of Securities of such series. Each notice In case of the appointment of a successor Trustee with respect to all Securities, each such successor Trustee shall include deliver a written acceptance of its appointment to the name retiring Trustee, to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, power and duties of the address retiring Trustee under this Indenture. The successor Trustee shall mail a notice of its Corporate Trust Officesuccession to Holders. Notwithstanding replacement The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.7. In case of the appointment of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more (but not all) series shall execute and deliver an indenture supplemental hereto in which each successor Trustee shall accept such appointment and that (1) shall confer to each successor Trustee all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall confirm that all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, and each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. Upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee shall have all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. On request of the Company or any successor Trustee, such retiring Trustee shall transfer to such successor Trustee all property held by such retiring Trustee as Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. Notwithstanding the replacement of the Trustee pursuant to this Section 7.08 and Section 7.097.8, the Company’s obligations under Section 7.07 7.7 shall continue for the benefit of the retiring Trustee. So long as no Event of Default, or no event which is, or after notice or lapse of time, or both, would become, an Event of Default, shall have occurred and be continuing, and except with respect to a Trustee appointed by the act of the Holders of a majority in principal amount of then outstanding Securities of any series, if the Company shall have delivered to the Trustee (1) a Board Resolution appointing a successor Trustee, effective as of a date specified therein, and (2) an instrument of acceptance of such appointment, effective as of such date, by such successor Trustee, then the Trustee shall be deemed removed, the successor Trustee shall be deemed to have been appointed by the Company and such appointment shall be deemed to have been accepted as contemplated, all as of such date, and all other provisions of this Section 7.8 shall be applicable to such removal, appointment and acceptance except to the extent inconsistent with this subsection.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any one or more series in writing at any time and be discharged from the trust hereby created by so notifying the Company in writingIssuers. The Holders of a majority in aggregate principal amount of the then total outstanding Securities of any series may remove the Trustee as Trustee with respect to the that series of Securities of such series by so notifying the Trustee and the Issuers in writing and may appoint a successor Trustee with respect thereto with the consent of the Company31 days prior written notice. The Company Issuers may remove the Trustee as Trustee with respect to the Securities of any one or more series if: : (ia) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (iib) the Trustee is adjudged a bankrupt or insolvent; an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iiic) a receiver custodian or other public officer takes charge of the Trustee or its property; or or (ivd) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, one or more series or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company Issuers shall promptly appoint a successor Trustee with respect theretoto the Securities of such series. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then total outstanding Securities of such series may appoint a successor Trustee in with respect to the Securities of such Securities series to replace the successor Trustee appointed by the CompanyIssuers. If the a successor Trustee with respect to the Securities of any one or more series does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, the retiring TrusteeTrustee (at the Issuers’ expense), the Company Issuers or the Holders of a majority at least 10% in aggregate principal amount of the then total outstanding Securities of such the applicable series may petition any court of competent jurisdiction for the appointment of a successor Trustee Trustee. If the Trustee, after written request by any Holder who has been a Holder of Securities of the applicable series for at least six months, fails to comply with respect thereto. The Company shall give notice Section 7.10, such Holder may petition any court of any resignation and any competent jurisdiction for the removal of the Trustee with respect to the Securities of any such series and each the appointment of a successor Trustee. A successor Trustee in respect shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the resignation or removal of the Securities of such series to all Holders of Securities of such series. Each notice retiring Trustee shall include the name of become effective, and the successor Trustee shall have all the rights, powers and duties of the address Trustee with respect to each series of Securities for which it is acting as Trustee under this Indenture. The successor Trustee shall send a notice of its Corporate Trust Officesuccession to Holders of each such series of Securities. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.08, the Company’s Issuers’ obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee and be discharged at any time with respect to the Securities of any one or more series at any time by so notifying the Company in writingCompany. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a receiver Bankruptcy Custodian or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee for any reason, with respect to the Securities of any series for any reasonone or more series, the Company shall promptly appoint a successor Trustee or Trustees with respect theretoto the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series). Within one year after the successor Trustee with respect to the Securities of any series takes office, the Holders of a majority in principal amount of the outstanding Securities of such series then outstanding may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the a successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring or removed Trustee resigns or is removed, the retiring Trusteeor removed Trustee (at the expense of the Company), the Company or the Holders of a majority at least 10% in principal amount of the then outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoto the Securities of such series. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of a series fails to comply with Section 7.10, any Holder of Securities of such series may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of such series. In case of the appointment of a successor Trustee with respect to all Securities, each such successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the retiring Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. In case of the appointment of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more (but not all) series shall execute and deliver an indenture supplemental hereto in which each successor Trustee shall accept such appointment and that (1) shall confer to each successor Trustee all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall confirm that all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, and each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. Upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, and each such successor Trustee shall have all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. On the request of the Company or any successor Trustee, such retiring Trustee shall transfer to such successor Trustee all property held by such retiring Trustee as Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. Such retiring Trustee shall, however, have the right to deduct its unpaid fees and expenses, including attorneys' fees. Notwithstanding replacement of the Trustee or Trustees pursuant to this Section 7.08 and Section 7.097.08, the Company’s obligations of the Company under Section 7.07 shall continue for the benefit of the retiring TrusteeTrustee or Trustees.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the one or more or all series of Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the one or more or all series of Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such that series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company’s consent. The Company may remove the Trustee as Trustee with respect to the one or more or all series of Securities of any series if: : (ia) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10 hereof; (iib) the Trustee is adjudged a bankrupt or insolvent; ; (iiic) a receiver or other public officer takes charge of the Trustee or its property; or or (ivd) the Trustee becomes incapable of acting. If If, as to any series of Securities, the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect theretofor that series. Within one year after the successor Trustee with respect to any series takes office, the Holders of a majority in principal amount of the then outstanding Securities of such that series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the a successor Trustee with respect as to the Securities of any a particular series does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority at least 10% in principal amount of the then outstanding Securities of such that series may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10 hereof with respect thereto. The Company shall give notice to any series, any Holder of Securities of that series who satisfies the requirements of TIA Section 310(b) may petition any resignation and any court of competent jurisdiction for the removal of the Trustee with respect to and the Securities of any series and each appointment of a successor Trustee for that series. A successor Trustee as to any series of Securities shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in respect Section 7.07 hereof), the resignation or removal of the Securities retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of such series the Trustee under this Indenture as to all that series. The successor Trustee shall mail a notice of its succession to the Holders of Securities of such that series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.08, the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring trustee. In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and that (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) shall contain such provisions as shall be necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary or desirable to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; provided, however, that nothing herein or in such supplemental Indenture shall constitute such Trustee co-trustees of the same trust and that each such Trustee shall be trustee of a trust hereunder separate and apart from any trust hereunder administered by any other such Trustee. Upon the execution and delivery of such supplemental Indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.087.8. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in aggregate principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee and the Company in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (ia) the Trustee is no longer eligible under Section 7.11 7.10 of this Indenture; (iib) the Trustee is adjudged a bankrupt or insolvent; (iiic) a receiver or other public officer takes charge of the Trustee or its property; or (ivd) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.09 7.8 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in aggregate principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. A successor Trustee with respect to the Securities of any series shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after the delivery of such written acceptance, subject to the lien provided for in Section 7.7, (a) the retiring Trustee shall transfer all property held by it as Trustee in respect of the Securities of such series to the successor Trustee, (b) the resignation or removal of the retiring Trustee in respect of the Securities of such series shall become effective and (c) the successor Trustee shall have all the rights, powers and duties of the Trustee in respect of the Securities of such series under this Indenture. A successor Trustee shall mail notice of its succession to each Holder of Securities of such series. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.8, the Company’s 's obligations under Section 7.07 7.7 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.088.10. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal Principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 310 of this Indenture; the Trustee Indenture Act, (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal Principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 8.11 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal Principal amount of the outstanding Securities of such series series, at the expense of the Company, may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 8.10 and Section 7.098.11, the Company’s obligations under Section 7.07 8.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying giving 30 days’ advance written notice to the Company in writingCompany. The Holders of a majority in principal Principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal Principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 within 30 days after the retiring Trustee resigns gives notice of its resignation or is removed, the retiring Trustee, the Trustee (in the case of resignation), the Company or the Holders of a majority in principal Principal amount of the outstanding Securities of such series may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with respect theretothereto or the Trustee may appoint a successor (in the case of resignation). The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 7.10 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.09 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. A successor Trustee with respect to the Securities of any series shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after the delivery of such written acceptance, subject to the lien provided for in Section 7.07 and subject to the payment of any and all amounts then due and owing to the retiring Trustee (i) the retiring Trustee shall transfer all property held by it as Trustee in respect of the Securities of such series to the successor Trustee, (ii) the resignation or removal of the retiring Trustee in respect of the Securities of such series shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee in respect of the Securities of such series under this Indenture. A successor Trustee shall mail notice of its succession to each Holder of Securities of such series. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.08, the Company’s 's obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee and be discharged at any time with respect to the Securities of any one or more series at any time by so notifying the Company in writingCompany. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a receiver Bankruptcy Custodian or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee for any reason, with respect to the Securities of any series for any reasonone or more series, the Company shall promptly appoint a successor Trustee or Trustees with respect theretoto the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series). Within one year after the successor Trustee with respect to the Securities of any series takes office, the Holders of a majority in principal amount of the outstanding Securities of such series then outstanding may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the a successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 days after the retiring or removed Trustee resigns or is removed, the retiring or removed Trustee, the Company or the Holders of a majority at least 10% in principal amount of the then outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoto the Securities of such series. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of a series fails to comply with Section 7.10, any Holder of Securities of such series may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of such series. In case of the appointment of a successor Trustee with respect to all Securities, each such successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the retiring Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. In case of the appointment of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more (but not all) series shall execute and deliver an indenture supplemental hereto in which each successor Trustee shall accept such appointment and that (1) shall confer to each successor Trustee all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall confirm that all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, and each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. Upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee shall have all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. On request of the Company or any successor Trustee, such retiring Trustee shall transfer to such successor Trustee all property held by such retiring Trustee as Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. Notwithstanding replacement of the Trustee or Trustees pursuant to this Section 7.08 and Section 7.097.08, the Company’s obligations of the Company under Section 7.07 shall continue for the benefit of the retiring Trustee or Trustees. So long as no Event of Default, or no event which is, or after notice or lapse of time, or both, would become, an Event of Default, shall have occurred and be continuing, and except with respect to a Trustee appointed by the act of the Holders of a majority in principal amount of then outstanding Securities of any series, if the Company shall have delivered to the Trustee (1) a Board Resolution appointing a successor Trustee, effective as of a date specified therein (which date shall be no sooner than 45 days after the date of such delivery, unless a shorter period shall be acceptable to the Trustee), and (2) an instrument of acceptance of such appointment, effective as of such date, by such successor Trustee, then the Trustee shall be deemed removed, the successor Trustee shall be deemed to have been appointed by the Company and such appointment shall be deemed to have been accepted as contemplated, all as of such date, and all other provisions of this Section 7.08 shall be applicable to such removal, appointment and acceptance except to the extent inconsistent with this paragraph.

Replacement of Trustee. A resignation or removal of the The Trustee as Trustee may resign with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time one or more Series by so notifying the Company in writingwriting at least 30 days in advance of such resignation. The Holders of a majority in principal amount of the outstanding Securities of any series Series may remove the Trustee as Trustee with respect to the Securities of such series that Series by so notifying the removed Trustee in writing at least 30 days in advance of such removal and may appoint a successor Trustee with respect thereto to that Series with the consent of the Company, which consent shall not be unreasonably withheld. The Company may remove the Trustee as Trustee with respect to the Securities of any series that Series at its election if: : (i1) the Trustee is no longer fails to comply with, or ceases to be eligible under under, Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or an insolvent; , or an order for relief is entered with respect to the Trustee, under any Bankruptcy Law; (iii3) a receiver Custodian or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any seriesremoved, or if a vacancy exists in the office of Trustee Trustee, with respect to the any Series of Securities of any series for any reason, the Company shall promptly appoint appoint, by Board Resolution, a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the CompanyTrustee. If the a successor Trustee with respect to the Securities of any series one or more Series does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority at least 10% in principal amount of the outstanding Securities of such series the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoTrustee. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of one or more Series fails to comply with Section 7.10, any series Securityholder of the applicable Series may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee. A successor Trustee in shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately following such delivery, (i) the retiring Trustee with respect to one or more Series shall, subject to its rights under Section 7.7, transfer all property held by it as Trustee with respect to such Series to the successor Trustee, (ii) the resignation or removal of the Securities of such series to all Holders of Securities of such series. Each notice retiring Trustee shall include the name of become effective and (iii) the successor Trustee with respect to such Series shall have all the rights, powers and the address of its Corporate Trust Office. Notwithstanding replacement duties of the Trustee under this Indenture. A successor Trustee with respect to the Securities of any series pursuant one or more Series shall mail notice of its succession to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall continue for the benefit each Securityholder of the retiring Trusteesuch Series.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying giving 30 days’ advance written notice to the Company in writingCompany. The Holders of a majority in principal Principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal Principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 within 30 days after the retiring Trustee resigns gives notice of its resignation or is removed, the retiring Trustee, the Trustee, the Company or the Holders of a majority in principal Principal amount of the outstanding Securities of such series may may, at the expense of the Company, petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with respect theretothereto or the Trustee may, at the expense of the Company, appoint a successor (in the case of resignation). The resigning or removed Trustee shall not have any liability or responsibility for the action or inaction of any successor Trustee. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and an appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company Company, by a Board Resolution, or, subject to Section 6.13, any Holder who has been a bona fide Holder of a Security for at least six months, on behalf of himself and all others similarly situated by petition to any court of competent jurisdiction, may remove the Trustee as Trustee with respect to the Securities of any series if: (ia) the Trustee is no longer eligible under Section 7.11 7.10 of this Indenture; (iib) the Trustee is adjudged a bankrupt or insolvent; (iiic) a receiver or other public officer takes charge of the Trustee or its property; or (ivd) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company Company, by a Board Resolution, shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.09 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders any bona fide Holder of a majority in principal amount of the outstanding Securities Security of such series for at least six months may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. A successor Trustee with respect to the Securities of any series shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after the delivery of such written acceptance, subject to the lien provided for in Section 7.07, (a) the retiring Trustee shall promptly transfer all property held by it as Trustee in respect of the Securities of such series to the successor Trustee, (b) the resignation or removal of the retiring Trustee in respect of the Securities of such series shall become effective and (c) the successor Trustee shall have all the rights, powers and duties of the Trustee in respect of the Securities of such series under this Indenture. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph. The Company shall promptly give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.08, the Company’s 's obligations under Section 7.07 shall continue for the benefit of the retiring Trustee and the retiring Trustee shall have no liability for the acts or omissions of any successor Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any one or more series at any time by so notifying the Company in writing. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee and the Company in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 7.10 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.09 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. A successor Trustee with respect to the Securities of any series shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after the delivery of such written acceptance, subject to the lien provided for in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee in respect of the Securities of such series to the successor Trustee, (ii) the resignation or removal of the retiring Trustee in respect of the Securities of such series shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee in respect of the Securities of such series under this Indenture. A successor Trustee shall mail notice of its succession to each Holder of Securities of such series. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.08, the Company’s 's obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 7.10 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.09 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring 51 58 Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. A successor Trustee with respect to the Securities of any series shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after the delivery of such written acceptance, subject to the lien provided for in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee in respect of the Securities of such series to the successor Trustee, (ii) the resignation or removal of the retiring Trustee in respect of the Securities of such series shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee in respect of the Securities of such series under this Indenture. A successor Trustee shall mail notice of its succession to each Holder of Securities of such series. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.08, the Company’s 's obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon on the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee and be discharged at any time with respect to the Securities of any one or more series at any time by so notifying the Company in writingCompany. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such that series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a receiver Bankruptcy Custodian or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee for any reason, with respect to the Securities of any series for any reasonone or more series, the Company shall promptly appoint a successor Trustee or Trustees with respect theretoto the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of those series and that at any time there shall be only one Trustee with respect to the Securities of any particular series). Within one year after the successor Trustee with respect to the Securities of any series takes office, the Holders of a majority in principal amount of the outstanding Securities of such that series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the a successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 days after the retiring or removed Trustee resigns or is removed, the retiring or removed Trustee, the Company or the Holders of a majority at least 10% in principal amount of the then outstanding Securities of such that series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoto the Securities of that series. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of a series fails to comply with Section 7.10 any Holder of Securities of that series may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of that series. In case of the appointment of a successor Trustee with respect to all Securities, each such successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the retiring Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. In case of the appointment of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more (but not all) series shall execute and deliver an indenture supplemental hereto in which each successor Trustee shall accept that appointment and that (1) shall confer to each successor Trustee all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of that successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall confirm that all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Nothing herein or in that supplemental indenture shall constitute those Trustees co-trustees of the same trust, and each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. Upon the execution and delivery of that supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, and each such successor Trustee shall have all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of that successor Trustee relates. On the request of the Company or any successor Trustee, that retiring Trustee shall transfer to that successor Trustee all property held by that retiring Trustee as Trustee with respect to the Securities of that or those series to which the appointment of that successor Trustee relates. Notwithstanding replacement of the Trustee or Trustees pursuant to this Section 7.08 and Section 7.097.08, the Company’s obligations of the Company under Section 7.07 shall continue for the benefit of the retiring TrusteeTrustee or Trustees.

Replacement of Trustee. A resignation or removal of the The Trustee as Trustee may resign with respect to the Securities Notes of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time Series by so notifying the Company in writingwriting at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Securities Notes of any series Series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with to such Series of Notes by so notifying the consent Trustee and the Company in writing not less than 30 days prior to the effective date of the Companysuch removal. The Company may shall remove the Trustee as Trustee with respect to the Securities Notes of any series one or more Series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.09; (ii2) the Trustee is adjudged a bankrupt or insolvent; ; (iii3) a receiver or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or resigns, is removed as Trustee with respect to by the Securities Company or by the Holders of a majority in principal amount of the Notes of any series, Series and such Holders do not reasonably promptly appoint a successor Trustee or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reasonreason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. A successor Trustee with respect theretoshall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Within one year after Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee takes officeshall have all the rights, the Holders of a majority in principal amount powers and duties of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to each Series of Notes for which it is acting as Trustee under this Indenture. The successor Trustee shall mail or otherwise deliver a notice of its succession to Holders of that Series of Notes. The retiring Trustee shall promptly transfer all property held by it as Trustee to the Securities of any series successor Trustee, subject to the lien provided for in Section 7.06. If a successor Trustee does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company Trustee or the Holders of at least a majority in principal amount of the outstanding Securities Notes of such series that Series may petition petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with respect thereto. The Company shall give notice Section 7.09, any Holder of that Series of Notes may petition any resignation and any court of competent jurisdiction for the removal of the Trustee with respect to and the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust OfficeTrustee. Notwithstanding the replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09, 7.07 the Company’s obligations under Section 7.07 7.06 shall continue for the benefit of the retiring Trustee with respect to fees, expenses and liabilities incurred by it prior to such replacement. The retiring or removed Trustee shall have no responsibility or liability for the action or inaction of any successor Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.087.8. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 7.10 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.09 7.8 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. A successor Trustee with respect to the Securities of any series shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after the delivery of such written acceptance, subject to the lien provided for in Section 7.7, (i) the retiring Trustee shall transfer all property held by it as Trustee in respect of the Securities of such series to the successor Trustee, (ii) the resignation or removal of the retiring Trustee in respect of the Securities of such series shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee in respect of the Securities of such series under this Indenture. A successor Trustee shall mail notice of its succession to each Holder of Securities of such series. Upon request of any such successor Trustee, the company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.8, the Company’s obligations under Section 7.07 7.7 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.087.8. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee and the Company in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 7.10 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.09 7.8 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. A successor Trustee with respect to the Securities of any series shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after the delivery of such written acceptance, subject to the lien provided for in Section 7.7, (i) the retiring Trustee shall transfer all property held by it as Trustee in respect of the Securities of such series to the successor Trustee, (ii) the resignation or removal of the retiring Trustee in respect of the Securities of such series shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee in respect of the Securities of such series under this indenture. A successor Trustee shall mail notice of its succession to each Holder of Securities of such series. Upon request of any such successor Trustee, the company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.8, the Company’s obligations under Section 7.07 7.7 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee and be discharged at any time with respect to the Securities of any one or more series at any time by so notifying the Company in writingCompany. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a receiver Bankruptcy Custodian or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee for any reason, with respect to the Securities of any series for any reasonone or more series, the Company shall promptly appoint a successor Trustee or Trustees with respect theretoto the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series). Within one year after the successor Trustee with respect to the Securities of any series takes office, the Holders of a majority in principal amount of the outstanding Securities of such series then outstanding may appoint a successor Trustee in respect of such Securities to replace the a successor Trustee appointed by the Company. If the a successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority at least 10% in principal amount of the then outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoto the Securities of such series. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of a series fails to comply with Section 7.10, any Holder of Securities of such series may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of such series. In case of the appointment of a successor Trustee with respect to all Securities, each such successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the retiring Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the right to deduct its unpaid fees and expenses and shall have no further duties or obligations hereunder. In case of the appointment of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more (but not all) series shall execute and deliver an indenture supplemental hereto in which each successor Trustee shall accept such appointment and that (1) shall confer to each successor Trustee all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall confirm that all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, and each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. Upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee shall have all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. On request of the Company or any successor Trustee, such retiring Trustee shall transfer to such successor Trustee all property held by such retiring Trustee as Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. Such retiring Trustee shall, however, have the right to deduct its unpaid fees and expenses, including attorneys' fees. Notwithstanding replacement of the Trustee or Trustees pursuant to this Section 7.08 and Section 7.097.08, the Company’s obligations of the Company under Section 7.07 shall continue for the benefit of the retiring TrusteeTrustee or Trustees.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writingwriting not less than 30 days prior to the effective date of such resignation. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series not less than 30 days prior to the effective date of such removal if: (i) the Trustee is no longer eligible under Section 7.11 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee and be discharged from the trust hereby created with respect to the one or more or all series of Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such that series by so notifying the Trustee and the Company in writing and may appoint a successor Trustee with respect thereto with the consent of the Companywriting. The Company may remove the Trustee as Trustee with respect to the one or more or all series of Securities of any series if: (i) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture7.10 or TIA Section 310; (ii) the Trustee is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a receiver Custodian or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If If, as to any series of Securities, the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of the Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect theretofor that series of Securities. The Trustee shall be entitled to payment of its fees and reimbursement of its expenses while acting as Trustee. Within one year after the successor Trustee takes office, the Holders of at least a majority in principal amount of the then outstanding Securities of such that series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Any Holder of Securities of any series does not deliver its written acceptance required by Section 7.09 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such that series may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee if the Trustee fails to comply with respect theretoSection 7.10. A successor Trustee as to any series of Securities shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The Company shall give mail a notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee’s succession to the Holders. The retiring Trustee and shall promptly transfer all property held by it as Trustee to the address of its Corporate Trust Officesuccessor Trustee, subject to the lien provided for in Section 7.07. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.08, the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee with respect to expenses, losses and liabilities incurred by it prior to such replacement. In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) shall contain such provisions as shall be necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary or desirable to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; provided, however, that nothing herein or in such supplemental indenture shall constitute such Trustees ​ ​ ​ to be co-Trustees of the same trust and that each such Trustee shall be Trustee of a trust hereunder separate and apart from any trust hereunder administered by any other such Trustee. Upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

Replacement of Trustee. A No resignation or removal of the Trustee as and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee. The Trustee may resign at any time with respect to the Securities of any one or more series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writingCompany. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the CompanyTrustee. The Company may shall remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; ; (iii3) a receiver or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to by the Company or by the Holders of a majority in principal amount of the then outstanding Securities of any seriesseries and such Holders of such series do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of the Trustee with respect to the Securities of any series for any reasonreason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of to such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Companyseries. If the a successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company Trustee or the Holders of a majority at least 10% in principal amount of the then outstanding Securities of such series may petition petition, at the Company’s expense, any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoto Securities of such series. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of a series fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in TIA § 310(b), any Holder who has been a bona fide Holder of a Security of such series for at least six months may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee in with respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name In case of the appointment of a successor Trustee with respect to all Securities, each such successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee, to the Company and to any Guarantors. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the address successor Trustee, without any further act, deed or conveyance, shall have all the rights, power and duties of the retiring Trustee under this Indenture. The successor Trustee shall mail a notice of its Corporate Trust Officesuccession to Holders. Notwithstanding replacement The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. In case of the appointment of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, any Guarantors, the retiring Trustee and each successor Trustee with respect to the Securities of one or more (but not all) series shall execute and deliver an indenture supplemental hereto in which each successor Trustee shall accept such appointment and that (1) shall confer to each successor Trustee all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall confirm that all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, and each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. Upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall have all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. On request of the Company or any successor Trustee, such retiring Trustee shall transfer to such successor Trustee all property held by such retiring Trustee as Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. Such retiring Trustees shall, however, have the right to deduct its unpaid fees and expenses, including, without limitation, reasonable attorneys’ fees and expenses. Notwithstanding the replacement of the Trustee pursuant to this Section 7.08 and Section 7.097.08, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. So long as no Event of Default, or no event which is, or after notice or lapse of time, or both, would become, an Event of Default, shall have occurred and be continuing, and except with respect to a Trustee appointed by the act of the Holders of a majority in principal amount of then outstanding Securities of any series, if the Company shall have delivered to the Trustee (1) a Board Resolution appointing a successor Trustee, effective as of a date specified therein (which date shall be no sooner than 45 days after the date of such delivery, unless a shorter period shall be acceptable to the Trustee), and (2) an instrument of acceptance of such appointment, effective as of such date, by such successor Trustee, then the Trustee shall be deemed removed, the successor Trustee shall be deemed to have been appointed by the Company and such appointment shall be deemed to have been accepted as contemplated, all as of such date, and all other provisions of this Section 7.08 shall be applicable to such removal, appointment and acceptance except to the extent inconsistent with this subsection.

Replacement of Trustee. A No resignation or removal of the Trustee as and no appointment of a successor Trustee pursuant to this Article 7 shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 7.10. The Trustee may resign with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time one or more Series by so notifying the Company in writingwriting at least 30 days in advance of such resignation. The Holders of a majority in principal amount of the outstanding Securities of any series Series may remove the Trustee as Trustee with respect to the Securities of such series that Series by so notifying the removed Trustee in writing and may appoint a successor Trustee with respect thereto to that Series with the consent of the Company, which consent shall not be unreasonably withheld. The Company may remove the Trustee as Trustee with respect to the Securities of any series that Series at its election if: : (i1) the Trustee is no longer fails to comply with, or ceases to be eligible under under, Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or an insolvent; , or an order for relief is entered with respect to the Trustee, under any Bankruptcy Law; (iii3) a receiver Custodian or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. . (5) If the Trustee resigns or is removed as Trustee with respect to the Securities of any seriesremoved, or if a vacancy exists in the office of Trustee Trustee, with respect to the any Series of Securities of any series for any reason, the Company shall promptly appoint appoint, by Board Resolution, a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the CompanyTrustee. If the a successor Trustee with respect to the Securities of any series one or more Series does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority at least 10% in principal amount of the outstanding Securities of such series the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoTrustee. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of one or more Series fails to comply with Section 7.10, any series Securityholder of the applicable Series may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee. A successor Trustee in shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately following such delivery, (i) the retiring Trustee with respect to one or more Series shall, subject to its rights under Section 7.7, transfer all property held by it as Trustee with respect to such Series to the successor Trustee, (ii) the resignation or removal of the Securities of such series to all Holders of Securities of such series. Each notice retiring Trustee shall include the name of become effective and (iii) the successor Trustee with respect to such Series shall have all the rights, powers and the address of its Corporate Trust Office. Notwithstanding replacement duties of the Trustee under this Indenture. A successor Trustee with respect to the Securities of any series pursuant one or more Series shall mail notice of its succession to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 each Securityholder of such Series. The Trustee shall continue have no responsibility or liability for the benefit action or inaction of the retiring Trusteea successor trustee.

Replacement of Trustee. A resignation or removal of the The Trustee as Trustee may resign with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time one or more Series by so notifying the Company in writingwriting at least 30 days in advance of such resignation. The Holders of a majority in principal amount of the outstanding Securities of any series Series may remove the Trustee as Trustee with respect to the Securities of such series that Series by so notifying the removed Trustee in writing at least 30 days in advance of such removal and may appoint a successor Trustee with respect thereto to that Series with the consent of the Company, which consent shall not be unreasonably withheld. The Company may remove the Trustee as Trustee with respect to the Securities of any series that Series at its election if: : (i1) the Trustee is no longer fails to comply with, or ceases to be eligible under under, Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or an insolvent; , or an order for relief is entered with respect to the Trustee, under any Bankruptcy Law; (iii3) a receiver Custodian or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. . (5) If the Trustee resigns or is removed as Trustee with respect to the Securities of any seriesremoved, or if a vacancy exists in the office of Trustee Trustee, with respect to the any Series of Securities of any series for any reason, the Company shall promptly appoint appoint, by Board Resolution, a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the CompanyTrustee. If the a successor Trustee with respect to the Securities of any series one or more Series does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority at least 10% in principal amount of the outstanding Securities of such series the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoTrustee. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of one or more Series fails to comply with Section 7.10, any series Securityholder of the applicable Series may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee. A successor Trustee in shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately following such delivery, (i) the retiring Trustee with respect to one or more Series shall, subject to its rights under Section 7.7, transfer all property held by it as Trustee with respect to such Series to the successor Trustee, (ii) the resignation or removal of the Securities of such series to all Holders of Securities of such series. Each notice retiring Trustee shall include the name of become effective and (iii) the successor Trustee with respect to such Series shall have all the rights, powers and the address of its Corporate Trust Office. Notwithstanding replacement duties of the Trustee under this Indenture. A successor Trustee with respect to the Securities of any series pursuant one or more Series shall mail notice of its succession to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall continue for the benefit each Securityholder of the retiring Trusteesuch Series.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee and be discharged at any time with respect to the Securities of any one or more series at any time by so notifying the Company in writingand the Subsidiary Guarantors, if any. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee Trustee, the Company and the Subsidiary Guarantors, if any, in writing and may appoint a successor Trustee with respect thereto with not less than 30 days prior to the consent effective date of the Companysuch removal. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a receiver Bankruptcy Custodian or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee for any reason, with respect to the Securities of any series for any reasonone or more series, the Company shall promptly appoint a successor Trustee or Trustees with respect theretoto the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series). Within one year after the successor Trustee with respect to the Securities of any series takes office, the Holders of a majority in principal amount of the outstanding Securities of such series then outstanding may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the a successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 days after the retiring or removed Trustee resigns or is removed, the retiring Trusteeor removed Trustee (at the expense of the Company), the Company Company, any Subsidiary Guarantor or the Holders of a majority at least 10% in principal amount of the then outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoto the Securities of such series. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of a series fails to comply with Section 7.10, any Holder of Securities of such series may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of such series. In case of the appointment of a successor Trustee with respect to all Securities, each such successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee, to the Company and to the Subsidiary Guarantors, if any. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the retiring Trustee under this Indenture. The successor Trustee shall transmit a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, upon payment of its charges hereunder and subject to the lien provided for in Section 7.07. In case of the appointment of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the Subsidiary Guarantors, if any, the retiring Trustee and each successor Trustee with respect to the Securities of one or more (but not all) series shall execute and deliver a supplemental indenture in which each successor Trustee shall accept such appointment and that (1) shall confer to each successor Trustee all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall confirm that all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Nothing herein or in such supplemental indenture shall constitute such Trustees as co-trustees of the same trust, and each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. Upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee shall have all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. On request of the Company or any successor Trustee, such retiring Trustee shall transfer to such successor Trustee all property held by such retiring Trustee as Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. Such retiring Trustee shall, however, have the right to deduct its unpaid fees and expenses, including attorneys’ fees. Notwithstanding replacement of the Trustee or Trustees pursuant to this Section 7.08 and Section 7.097.08, the Company’s obligations of the Company under Section 7.07 shall continue for the benefit of the retiring TrusteeTrustee or Trustees.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.087.8. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writingCompany. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the CompanyTrustee. The Company may shall remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; ; (iii3) a receiver or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to by the Company or by the Holders of a majority in principal amount of the then outstanding Securities of any seriesseries and such Holders of such series do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of the Trustee with respect to the Securities of any series for any reasonreason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of to such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Companyseries. If the a successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company Trustee or the Holders of a majority at least 10% in principal amount of the then outstanding Securities of such series may petition petition, at the Company’s expense, any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoto Securities of such series. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of a series fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in TIA § 310(b), any Holder who has been a bona fide Holder of a Security of such series for at least six months may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee in with respect of the Securities of such series to all Holders of Securities of such series. Each notice In case of the appointment of a successor Trustee with respect to all Securities, each such successor Trustee shall include deliver a written acceptance of its appointment to the name retiring Trustee, to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, power and duties of the address retiring Trustee under this Indenture. The successor Trustee shall deliver a notice of its Corporate Trust Officesuccession to Holders. Notwithstanding replacement The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.7. In case of the appointment of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more (but not all) series shall execute and deliver an indenture supplemental hereto in which each successor Trustee shall accept such appointment and that (1) shall confer to each successor Trustee all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall confirm that all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, and each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. Upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee shall have all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. On request of the Company or any successor Trustee, such retiring Trustee shall transfer to such successor Trustee all property held by such retiring Trustee as Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. Notwithstanding the replacement of the Trustee pursuant to this Section 7.08 and Section 7.097.8, the Company’s obligations under Section 7.07 7.7 shall continue for the benefit of the retiring Trustee. So long as no Event of Default, or no event which is, or after notice or lapse of time, or both, would become, an Event of Default, shall have occurred and be continuing, and except with respect to a Trustee appointed by the act of the Holders of a majority in principal amount of then outstanding Securities of any series, if the Company shall have delivered to the Trustee (1) a Board Resolution appointing a successor Trustee, effective as of a date specified therein, and (2) an instrument of acceptance of such appointment, effective as of such date, by such successor Trustee, then the Trustee shall be deemed removed, the successor Trustee shall be deemed to have been appointed by the Company and such appointment shall be deemed to have been accepted as contemplated, all as of such date, and all other provisions of this Section 7.8 shall be applicable to such removal, appointment and acceptance except to the extent inconsistent with this subsection.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee and be discharged at any time with respect to the Securities of any one or more series at any time by so notifying the Company in writingCompany. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a receiver Bankruptcy Custodian or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee for any reason, with respect to the Securities of any series for any reasonone or more series, the Company shall promptly appoint a successor Trustee or Trustees with respect theretoto the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series). Within one year after the successor Trustee with respect to the Securities of any series takes office, the Holders of a majority in principal amount of the outstanding Securities of such series then outstanding may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the a successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 days after the retiring or removed Trustee resigns or is removed, the retiring Trusteeor removed Trustee (at the expense of the Company), the Company or the Holders of a majority at least 10% in principal amount of the then outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoto the Securities of such series. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of a series fails to comply with Section 7.10, any Holder of Securities of such series may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of such series. In case of the appointment of a successor Trustee with respect to all Securities, each such successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the retiring Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. In case of the appointment of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more (but not all) series shall execute and deliver an indenture supplemental hereto in which each successor Trustee shall accept such appointment and that (1) shall confer to each successor Trustee all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall confirm that all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, and each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. Upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee shall have all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. On request of the Company or any successor Trustee, such retiring Trustee shall transfer to such successor Trustee all property held by such retiring Trustee as Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. Such retiring Trustee shall, however, have the right to deduct its unpaid fees and expenses, including attorneys' fees. Notwithstanding replacement of the Trustee or Trustees pursuant to this Section 7.08 and Section 7.097.08, the Company’s obligations of the Company under Section 7.07 shall continue for the benefit of the retiring TrusteeTrustee or Trustees.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.08Section. The Trustee may resign as at any time with respect to any Series of Securities by so notifying the Company in writing. Provided that no Event of Default has occurred and is continuing, the Company may remove the Trustee with respect to the any Series of Securities of any series at any time by so notifying the Company in writingTrustee of such Series of Securities. The Holders of a majority in principal amount of the outstanding Securities of any series may Series may, by written notice to the Trustee, remove the Trustee as Trustee with respect to the that Series of Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may Company, by notice to such Trustee, shall remove the such Trustee as if: (a) such Trustee fails to comply with respect to the Securities of any series if: Section 6.10; (ib) the Trustee is no longer eligible under Section 7.11 of this Indenture; (ii) the such Trustee is adjudged a bankrupt or an insolvent; ; (iiic) a receiver or other public officer takes charge of the such Trustee or its property; or or (ivd) the such Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities or becomes incapable of any series, acting or if a vacancy exists in the office of Trustee for any reason with respect to the Securities one or more Series of any series for any reasonSecurities, the Company by Board Resolution shall promptly appoint a successor Trustee or Trustees with respect theretoto such Series of Securities (it being understood that any such successor Trustee may be appointed with respect to one or more or all Series of Securities and at any time there shall be only one Trustee with respect to any particular Series of Securities). Within one year after the successor Trustee of a Series of Securities takes office, the Holders of a majority in principal amount of the outstanding such Securities of such series the affected Series may appoint a successor Trustee in respect of such Securities Series to replace the successor Trustee of such Series appointed by the Company. If the a successor Trustee with respect to the for a particular Series of Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee of such Series resigns or is removed, the retiring TrusteeTrustee of such Series, the Company or the Holders of a majority at least 10% in principal amount of the outstanding Securities of such series the affected Series may petition any court of competent jurisdiction for the appointment of a successor Trustee for such Series. If the Trustee for a particular Series of Securities fails to comply with respect theretoSection 6.10, any Securityholder who has been a bona fide Holder of a Security for at least six months may petition any court of competent jurisdiction for the removal of the Trustee of such Series and the appointment of a successor Trustee of such Series. The Company shall give notice of any each resignation and any each removal of the Trustee with respect to the Securities of any series Series and each appointment of a successor Trustee in with respect of to the Securities of any Series by mailing written notice of such series event by first-class mail, postage prepaid, to all Holders of Securities of such seriesSeries as their names and addresses appear in the Security Register. Each notice shall include the name of the successor Trustee with respect to the Securities of such Series and the address of its Corporate Trust Officecorporate trust office. Notwithstanding replacement A successor Trustee of all Securities shall execute, acknowledge and deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and such successor Trustee shall have all the rights, powers and duties of the retiring Trustee under this Indenture. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 6.7. In case of the appointment hereunder of a successor Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09one or more (but not all) Series, the Company’s obligations under Section 7.07 , the retiring Trustee and each successor Trustee with respect to the Securities of one or (1) shall continue for contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the benefit rights, powers and duties of the retiring Trustee with respect to the Securities of that or those Series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those Series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental Indenture shall constitute such Trustee's co-trustees of the same trust and that each such Trustee shall be trustee of a trust of trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further action, shall become vested with all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those Series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall transfer to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those Series to which the appointment of such successor Trustee relates, subject to the Lien provided for in Section 6.7. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the two preceding paragraphs, as the case may be. No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities of any series of Securities then outstanding may remove the Trustee as Trustee with respect to the Securities of such series of Securities by so notifying the removed Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company's consent. The Company may remove the Trustee as Trustee with respect to the one or more or all series of Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or an insolvent; ; (iii3) a receiver or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee becomes incapable of acting. If If, as to any series of Securities, the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect theretofor that series. Within one year A successor Trustee as to any series of Securities shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee takes officeshall have all the rights, powers and duties of the Trustee under this Indenture as to such series. A successor Trustee shall mail notice of its succession to the Holders of a majority in principal amount of the outstanding Securities of such series may appoint of Securities. If a successor Trustee in respect of such Securities as to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series of Securities does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, then (i) the retiring Trustee, Trustee or the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee and (ii) the Holders of a majority in principal amount of such series of Securities then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10 with respect thereto. The Company shall give notice to any series of Securities, any resignation and Holder of such series of Securities who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee for such series. (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of any that or those series and each to which the appointment of a such successor Trustee in respect relates, (2) shall contain such provisions as shall be necessary or desirable to confirm that all the rights, powers, trusts and duties of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the retiring Trustee with respect to the Securities of any that or those series pursuant as to this Section 7.08 and Section 7.09, which the Company’s obligations under Section 7.07 retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary or desirable to provide for or facilitate the benefit administration of the trusts hereunder by more than one Trustee; PROVIDED, HOWEVER, that nothing herein or in such supplemental Indenture shall constitute such Trustee co-trustees of the same trust and that each such Trustee shall be a trustee of a trust hereunder separate and apart from any trust hereunder and administered by any other such Trustee. Upon the execution and delivery of such supplemental Indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series one or more or all Series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.08Section. The Trustee may resign as Trustee with respect to the Securities of any series at any time one or more or all Series by so notifying the Company in writingCompany. The Holders of a majority in principal Principal amount of the outstanding Securities of any series Series may remove the Trustee as Trustee with respect to the Securities of such series that Series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series one or more or all Series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or an insolvent; ; (iii3) a receiver or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee becomes incapable of acting. If If, as to any Series, the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee for that Series. If a successor Trustee for such Series is not appointed and does not take office within 30 days after the retiring Trustee for such Series resigns, the retiring Trustee for such Series or the Company may appoint a successor Trustee for such Series at any time prior to the date on which a successor Trustee takes office for such Series. If a successor Trustee for such Series does not take office within 45 days after the retiring Trustee for such Series resigns or is removed, the retiring Trustee for such Series, the Company or, subject to Section 6.09, any Securityholder of such Series may petition any court of competent jurisdiction, at the expense of the Company, for the appointment of a successor Trustee for such Series. If, as to any Series, the Trustee fails to comply with respect theretoSection 7.10, any Securityholder of such Series may petition any court of competent jurisdiction for the removal of the Trustee for such Series and the appointment of a successor Trustee for such Series. Within one year after the a successor Trustee for such Series appointed pursuant to this Section 7.08 takes office, the Holders of a majority in principal Principal amount of the outstanding Securities of for such series Series may appoint a successor Trustee in respect of for such Securities Series to replace such successor Trustee for such Series. A successor Trustee as to any Series shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee appointed shall have all the rights, powers and duties of the Trustee under this Indenture as to that Series. The successor Trustee as to any Series shall mail a notice of its succession to Securityholders of such Series. The retiring Trustee as to any Series shall promptly transfer all property held by the Company. If it as Trustee of such Series to the successor Trustee with respect of such Series, subject to the Securities of any series does not deliver its written acceptance required by lien provided for in Section 7.09 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee7.07.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee and be discharged at any time with respect to the Securities of any one or more series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee and the Company in writing and may appoint a successor Trustee with respect thereto with the consent of the Companywriting. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a receiver Bankruptcy Custodian or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee for any reason, with respect to the Securities of any series for any reasonone or more series, the Company shall promptly appoint a successor Trustee or Trustees with respect theretoto the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series). Within one year after the successor Trustee with respect to the Securities of any series takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the a successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority at least 10% in principal amount of the then outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoto the Securities of such series. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of a series fails to comply with Section 7.10, any Holder of Securities of such series may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of such series. In case of the appointment of a successor Trustee with respect to all Securities, each such successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the retiring Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. In case of the appointment of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more (but not all) series shall execute and deliver an indenture supplemental hereto in which each successor Trustee shall accept such appointment and that (1) shall confer to each successor Trustee all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall confirm that all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any of the provisions of this -35- 41 Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, and each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. Upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee shall have all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. On request of the Company or any successor Trustee, such retiring Trustee shall transfer to such successor Trustee all property held by such retiring Trustee as Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. Notwithstanding replacement of the Trustee or Trustees pursuant to this Section 7.08 and Section 7.097.08, the Company’s obligations of the Company under Section 7.07 shall continue for the benefit of the retiring TrusteeTrustee or Trustees.

Replacement of Trustee. A resignation or removal of the The Trustee as Trustee may resign at any time with respect to the Securities of any one or more series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writingCompany. The Holders of a majority in principal amount of the outstanding Securities of any a series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Companyto such series. The Company may shall remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; ; (iii3) a receiver or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as by the Company, or is removed by the Holders of a majority in principal amount of the Securities of one or more series and such Holders do not reasonably promptly appoint a successor Trustee with respect to the Securities of any each such series, or if a vacancy exists in the office of Trustee for any reason with respect to one or more series (the Securities of any series for any reasonTrustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee with respect theretoto each such series. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the A successor Trustee with respect to the Securities of any series shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee with respect to such series shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture with respect to such series. The successor Trustee shall mail a notice of its succession to Securityholders of the applicable series of Securities. The retiring Trustee shall promptly transfer all property held by it as Trustee with respect to the applicable series of Securities to the successor Trustee of such series, subject to the lien provided for in Section 7.07. If a successor Trustee does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company Trustee or the Holders of a majority 10% in principal amount of the outstanding Securities of such the applicable series may petition any court of competent jurisdiction for the appointment of a successor Trustee for such series of Securities. If the Trustee fails to comply with respect thereto. The Company shall give notice Section 7.10, any Securityholder of a series may petition any resignation and any court of competent jurisdiction for the removal of the Trustee with respect to the Securities of any such series and each the appointment of a successor Trustee in with respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include Notwithstanding the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09Section, the Company’s 's obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.088.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 8.10 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.09 8.08 within 30 days after the retiring Trustee resigns or is removed, the retiring TrusteeTrustee (at the Company’s expense), the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. A successor Trustee with respect to the Securities of any series shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after the delivery of such written acceptance, subject to the lien provided for in Section 8.07 and subject to the payment of any and all amounts then due and owing to the retiring Trustee, (i) the retiring Trustee shall transfer all property held by it as Trustee in respect of the Securities of such series to the successor Trustee, (ii) the resignation or removal of the retiring Trustee in respect of the Securities of such series shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee in respect of the Securities of such series under this Indenture. A successor Trustee shall mail notice of its succession to each Holder of Securities of such series. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.098.08, the Company’s obligations under Section 7.07 8.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.088.10. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal Principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 8.13 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal Principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 8.11 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal Principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 8.10 and Section 7.098.11, the Company’s obligations under Section 7.07 8.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A No resignation or removal of the Trustee as and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee. The Trustee may resign at any time with respect to the Securities of any one or more series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writingCompany. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the CompanyTrustee. The Company may shall remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; ; (iii3) a receiver or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to by the Company or by the Holders of a majority in principal amount of the then outstanding Securities of any seriesseries and such Holders of such series do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of the Trustee with respect to the Securities of any series for any reasonreason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of to such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Companyseries. If the a successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company Trustee or the Holders of a majority at least 10% in principal amount of the then outstanding Securities of such series may petition petition, at the Company’s expense, any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoto Securities of such series. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of a series fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in TIA § 310(b), any Holder who has been a bona fide Holder of a Security of such series for at least six months may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee in with respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name In case of the appointment of a successor Trustee with respect to all Securities, each such successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee, to the Company and to any Guarantors. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the address successor Trustee, without any further act, deed or conveyance, shall have all the rights, power and duties of the retiring Trustee under this Indenture. The successor Trustee shall mail a notice of its Corporate Trust Officesuccession to Holders. Notwithstanding replacement The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. In case of the appointment of a successor Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09one or more (but not all) series, the Company’s obligations under Section 7.07 shall continue for the benefit of , any Guarantors, the retiring Trustee.Trustee and each successor Trustee with respect to the Securities of one or more (but not all) series shall execute and deliver an indenture

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee and be discharged at any time with respect to the Securities of any one or more series at any time by so notifying the Company in writingCompany. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities 38 44 of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a receiver Bankruptcy Custodian or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee for any reason, with respect to the Securities of any series for any reasonone or more series, the Company shall promptly appoint a successor Trustee or Trustees with respect theretoto the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series). Within one year after the successor Trustee with respect to the Securities of any series takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the a successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority at least 10% in principal amount of the then outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoto the Securities of such series. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of a series fails to comply with Section 7.10, any Holder of Securities of such series may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant such series. In case of the appointment of a successor Trustee with respect to all Securities, each such successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the retiring Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.08 and Section 7.097.07. In case of the appointment of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company’s obligations under Section 7.07 shall continue for the benefit of , the retiring Trustee.Trustee and each successor Trustee with respect to the Securities of one or more (but not all) series shall execute and deliver an indenture

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities Notes of any series and appointment of a successor Trustee as Trustee with respect to the Securities Notes of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.087.07 [Replacement of Trustee]. The Trustee may resign as Trustee with respect to the Securities Notes of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities Notes of any series may remove the Trustee as Trustee with respect to the Securities Notes of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities Notes of any series if: (i) the Trustee is no longer eligible under Section 7.11 of this Indenture; 7.09 [Eligibility] herein; (ii) the Trustee is adjudged a bankrupt or insolvent; insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities Notes of any series, or if a vacancy exists in the office Corporate Trust Office of Trustee with respect to the Securities Notes of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities Notes of such series may appoint a successor Trustee in respect of such Securities Notes to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities Notes of any series does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.09 7.07 [Replacement of Trustee] within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities Notes of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. A successor Trustee with respect to the Notes of any series shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after the delivery of such written acceptance, subject to the lien provided for in Section 7.06 [Compensation and Indemnity], (i) the retiring Trustee shall transfer all property held by it as Trustee in respect of the Notes of such series to the successor Trustee, (ii) the resignation or removal of the retiring Trustee in respect of the Notes of such series shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee in respect of the Notes of such series under this Indenture. A successor Trustee shall mail notice of its succession to each Holder of Notes of such series. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities Notes of any series and each appointment of a successor Trustee in respect of the Securities Notes of such series to all Holders of Securities Notes of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities Notes of any series pursuant to this Section 7.08 and Section 7.097.07 [Replacement of Trustee], the Company’s obligations under Section 7.07 7.06 [Compensation and Indemnity] shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.088.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company and the Guarantor in writing. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 8.10 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.09 8.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. A successor Trustee with respect to the Securities of any series shall deliver a written acceptance of its appointment to the retiring Trustee, to the Company and to the Guarantor. Immediately after the delivery of such written acceptance, subject to the lien provided for in Section 8.07 and subject to the payment of any and all amounts then due and owing to the retiring Trustee, (i) the retiring Trustee shall transfer all property held by it as Trustee in respect of the Securities of such series to the successor Trustee, (ii) the resignation or removal of the retiring Trustee in respect of the Securities of such series shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee in respect of the Securities of such series under this Indenture. A successor Trustee shall mail notice of its succession to each Holder of Securities of such series. Upon request of any such successor Trustee, the Company and the Guarantor shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph. 41 The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.098.08, the Company’s 's and the Guarantor's obligations under Section 7.07 8.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.088.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company and the Guarantor in writing. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 8.10 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.09 8.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. A successor Trustee with respect to the Securities of any series shall deliver a written acceptance of its appointment to the retiring Trustee, to the Company and to the Guarantor. Immediately after the delivery of such written acceptance, subject to the lien provided for in Section 8.07 and subject to the payment of any and all amounts then due and owing to the retiring Trustee, (i) the retiring Trustee shall transfer all property held by it as Trustee in respect of the Securities of such series to the successor Trustee, (ii) the resignation or removal of the retiring Trustee in respect of the Securities of such series shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee in respect of the Securities of such series under this Indenture. A successor Trustee shall mail notice of its succession to each Holder of Securities of such series. Upon request of any such successor Trustee, the Company and the Guarantor shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.098.08, the Company’s 's and the Guarantor's obligations under Section 7.07 8.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the The Trustee as Trustee may resign with respect to the Securities Notes of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time Series by so notifying the Company in writingwriting at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Securities Notes of any series Series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with to such Series of Notes by so notifying the consent Trustee and the Company in writing not less than 30 days prior to the effective date of the Companysuch removal. The Company may shall remove the Trustee as Trustee with respect to the Securities Notes of any series one or more Series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; ; (iii3) a receiver or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or resigns, is removed as Trustee with respect to by the Securities Company or by the Holders of a majority in principal amount of the Notes of any series, Series and such Holders do not reasonably promptly appoint a successor Trustee or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reasonreason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. A successor Trustee with respect theretoshall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Within one year after Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee takes officeshall have all the rights, the Holders of a majority in principal amount powers and duties of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to each Series of Notes for which it is acting as Trustee under this Indenture. The successor Trustee shall notify Holders of that Series of Notes of its succession. The retiring Trustee shall promptly transfer all property held by it as Trustee to the Securities of any series successor Trustee, subject to the lien provided for in Section 7.07. If a successor Xxxxxxx does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company Trustee or the Holders of at least a majority in principal amount of the outstanding Securities Notes of such series that Series may petition petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with respect thereto. The Company shall give notice Section 7.10, any Holder of that Series of Notes may petition any resignation and any court of competent jurisdiction for the removal of the Trustee with respect to and the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust OfficeTrustee. Notwithstanding the replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.08, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring TrusteeTrustee with respect to expenses and liabilities incurred by it prior to such replacement.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.087.8. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee and the Company in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 7.10 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.09 7.8 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. A successor Trustee with respect to the Securities of any series shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after the delivery of such written acceptance, subject to the lien provided for in Section 7.7, (i) the retiring Trustee shall transfer all property held by it as Trustee in respect of the Securities of such series to the successor Trustee, (ii) the resignation or removal of the retiring Trustee in respect of the Securities of such series shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee in respect of the Securities of such series under this Indenture. A successor Trustee shall mail notice of its succession to each Holder of Securities of such series. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.8, the Company’s 's obligations under Section 7.07 7.7 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee and be discharged from the trust hereby created with respect to the one or more or all series of Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such that series by so notifying the Trustee and the Company in writing and may appoint a successor Trustee with respect thereto with the consent of the Companywriting. The Company may remove the Trustee as Trustee with respect to the one or more or all series of Securities of any series if: (i) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture7.10 or TIA Section 310; (ii) the Trustee is adjudged a bankrupt or insolventan insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii) a receiver Custodian or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If If, as to any series of Securities, the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of the Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect theretofor that series of Securities. The Trustee shall be entitled to payment of its fees and reimbursement of its expenses while acting as Trustee. Within one year after the successor Trustee takes office, the Holders of at least a majority in principal amount of the then outstanding Securities of such that series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Any Holder of Securities of any series does not deliver its written acceptance required by Section 7.09 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such that series may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee if the Trustee fails to comply with respect theretoSection 7.10. A successor Trustee as to any series of Securities shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The Company shall give mail a notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee’s succession to the Holders. The retiring Trustee and shall promptly transfer all property held by it as Trustee to the address of its Corporate Trust Officesuccessor Trustee, subject to the lien provided for in Section 7.07. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.08, the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee with respect to expenses, losses and liabilities incurred by it prior to such replacement. In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) shall contain such provisions as shall be necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary or desirable to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; provided , however , that nothing herein or in such supplemental indenture shall constitute such Trustees to be co-Trustees of the same trust and that each such Trustee shall be Trustee of a trust hereunder separate and apart from any trust hereunder administered by any other such Trustee. Upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

Replacement of Trustee. (a) A resignation or removal of the Trustee as Trustee with respect to the Securities of any series (a “retiring Trustee”) and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. 7.07. (b) The Trustee may resign upon 60 days’ prior written notice or such shorter period as Trustee the Issuer may accept with respect to the Securities of any one or more series in writing at any time and be discharged from the trust hereby created by so notifying the Company in writingIssuer. The Holders of a majority in aggregate principal amount of the outstanding then Outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such that series by so notifying the Trustee and the Issuer in writing and may appoint a successor Trustee with respect thereto with the consent of the Companywriting. The Company Issuer may remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.09 hereof; (ii2) the Trustee is adjudged a bankrupt or insolvent; an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a receiver custodian or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee becomes incapable of acting. . (c) If the Trustee resigns or resigns, is removed as Trustee with respect to the Securities removed, is incapable of any series, acting or if a vacancy exists in the office of Trustee for any reason with respect to the Securities of one or more series, the Issuer, by Board Resolution, will promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series. Within one year after the successor Trustee or Trustees with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the outstanding then Outstanding Securities of such that series may appoint a successor Trustee in with respect to the Securities of such Securities that series to replace the successor Trustee appointed by the Company. Issuer. (d) If the a successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the effective resignation date or removal of the retiring Trustee resigns or is removedTrustee, the retiring Trustee, the Company Issuer, or the Holders of a majority at least 10% in aggregate principal amount of the outstanding then Outstanding Securities of such that series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. The Company shall give notice to Securities of that series. (e) If the Trustee, after written request by any Holder of Securities of any resignation and series who has been a Holder of Securities of that series for at least six months, fails to comply with Section 7.09, such Holder may petition any court of competent jurisdiction for the removal of the Trustee with respect to and the Securities of any series and each appointment of a successor Trustee in with respect to Securities of that series. (f) In case of the Securities appointment hereunder of such series a successor Trustee with respect to all Holders Securities, every such successor Trustee will deliver a written acceptance of Securities its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of such series. Each notice shall include the name of retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the address Trustee under this Indenture without any further act, deed or conveyance. The successor Trustee will mail a notice of its Corporate Trust Officesuccession to Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.06 hereof. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.07, the CompanyIssuer’s obligations under Section 7.07 shall 7.06 hereof will continue for the benefit of the retiring Trustee. (g) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Issuer, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto, pursuant to Article 9 hereof, wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Issuer or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. (h) Upon request of any such successor Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (f) and (g) of this Section, as the case may be. (i) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and an appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writingwriting 30 days prior to such resignation’s effectiveness. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing 30 days prior to such removal’s effectiveness and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company Company, by a Board Resolution, or, subject to an undertaking by any party litigant to such suit to pay the costs of such suit, any Holder who has been a bona fide Holder of a Security for at least six months, on behalf of himself and all others similarly situated by petition to any court of competent jurisdiction, may remove the Trustee as Trustee with respect to the Securities of any series if: (ia) the Trustee is no longer eligible under Section 7.11 7.10 of this Indenture; (iib) the Trustee is adjudged a bankrupt or insolvent; (iiic) a receiver or other public officer takes charge of the Trustee or its property; or (ivd) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company Company, by a Board Resolution, shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.09 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders any bona fide Holder of a majority in principal amount of the outstanding Securities Security of such series for at least six months may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. A successor Trustee with respect to the Securities of any series shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after the delivery of such written acceptance, subject to the lien provided for in Section 7.07, (a) the retiring Trustee shall promptly transfer all property held by it as Trustee in respect of the Securities of such series to the successor Trustee, (b) the resignation or removal of the retiring Trustee in respect of the Securities of such series shall become effective and (c) the successor Trustee shall have all the rights, powers and duties of the Trustee in respect of the Securities of such series under this Indenture. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph. The Company shall promptly give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.08, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee and the retiring Trustee shall have no liability for the acts or omissions of any successor Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon on the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee and be discharged at any time with respect to the Securities of any one or more series at any time by so notifying the Company in writingCompany. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such that series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a receiver Bankruptcy Custodian or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee for any reason, with respect to the Securities of any series for any reasonone or more series, the Company shall promptly appoint a successor Trustee or Trustees with respect theretoto the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of those series and that at any time there shall be only one Trustee with respect to the Securities of any particular series). Within one year after the successor Trustee with respect to the Securities of any series takes office, the Holders of a majority in principal amount of the outstanding Securities of such that series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the a successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring or removed Trustee resigns or is removed, the retiring or removed Trustee, the Company or the Holders of a majority at least 10% in principal amount of the then outstanding Securities of such that series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoto the Securities of that series. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of a series fails to comply with Section 7.10, any Holder of Securities of that series may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of that series. In case of the appointment of a successor Trustee with respect to all Securities, each such successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the retiring Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. In case of the appointment of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more (but not all) series shall execute and deliver an indenture supplemental hereto in which each successor Trustee shall accept that appointment and that (1) shall confer to each successor Trustee all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of that successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall confirm that all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Nothing herein or in that supplemental indenture shall constitute those Trustees co-trustees of the same trust, and each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. Upon the execution and delivery of that supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, and each such successor Trustee shall have all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of that successor Trustee relates. On the request of the Company or any successor Trustee, that retiring Trustee shall transfer to that successor Trustee all property held by that retiring Trustee as Trustee with respect to the Securities of that or those series to which the appointment of that successor Trustee relates. Notwithstanding replacement of the Trustee or Trustees pursuant to this Section 7.08 and Section 7.097.08, the Company’s obligations of the Company under Section 7.07 shall continue for the benefit of the retiring TrusteeTrustee or Trustees.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.086.07. The Trustee may resign as Trustee at any time with respect to the Securities of any one or more series at any time and be discharged from the trust hereby created by so notifying the Company in writingIssuers. The Holders of a majority in principal amount of the outstanding Securities of any such series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the CompanyIssuers. The Company Issuers may remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 6.09; (ii2) the Trustee is adjudged a bankrupt or insolvent; an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a receiver Custodian or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee Trustee, with respect to the Securities of any series one or more series, for any reason, the Company Issuers shall promptly appoint a successor Trustee Trustee, with respect theretoto Securities of that or those series. Within one year after the successor Trustee with respect to a series of Securities takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in with respect of to such Securities series to replace the successor Trustee appointed by the CompanyIssuers. If the a successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company Finance Corp., Finance LLC or the Holders of a majority at least 10% in principal amount of the outstanding Securities of such a series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoTrustee. The Company shall give notice of any resignation and any removal of If the Trustee with respect to after written request by any Holder of the Securities of any series who has been a Holder of such series of the Securities for at least six months fails to comply with Section 6.09, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee. A successor Trustee in respect shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders of the Securities of such series to all Holders of Securities of such each applicable series. Each notice The retiring Trustee shall include the name of promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the address of its Corporate Trust OfficeLien provided for in Section 6.06. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.096.07, the Company’s Issuers’ obligations under Section 7.07 6.06 hereof shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall use its commercially reasonable efforts to promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. The Company or successor Trustee shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee and be discharged at any time with respect to the Securities of any one or more series at any time by so notifying the Company in writingCompany. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a receiver Bankruptcy Custodian or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee for any reason, with respect to the Securities of any series for any reasonone or more series, the Company shall promptly appoint a successor Trustee or Trustees with respect theretoto the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series). Within one year after the successor Trustee with respect to the Securities of any series takes office, the Holders of a majority in principal amount of the outstanding Securities of such series then outstanding may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the a successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 days after the retiring or removed Trustee resigns or is removed, the retiring or removed Trustee, the Company or the Holders of a majority at least 10% in principal amount of the then outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoto the Securities of such series. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of a series fails to comply with Section 7.10, any Holder of Securities of such series may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of such series. In case of the appointment of a successor Trustee with respect to all Securities, each such successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the retiring Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. In case of the appointment of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more (but not all) series shall execute and deliver an indenture supplemental hereto in which each successor Trustee shall accept such appointment and that (1) shall confer to each successor Trustee all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall confirm that all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Nothing herein or in such supplemental indenture shall constitute such Trustees as co-trustees of the same trust, and each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. Upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee shall have all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. On request of the Company or any successor Trustee, such retiring Trustee shall transfer to such successor Trustee all property held by such retiring Trustee as Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. Notwithstanding replacement of the Trustee or Trustees pursuant to this Section 7.08 and Section 7.097.08, the Company’s obligations of the Company under Section 7.07 shall continue for the benefit of the retiring TrusteeTrustee or Trustees.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 7.10 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.09 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.08, the Company’s 's obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 7.10 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.09 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. A successor Trustee with respect to the Securities of any series shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after the delivery of such written acceptance, subject to the lien provided for in Section 7.07, and subject to the payment of any and all amounts then due and owing to the retiring Trustee (i) the retiring Trustee shall transfer all property held by it as Trustee in respect of the Securities of such series to the successor Trustee, (ii) the resignation or removal of the retiring Trustee in respect of the Securities of such series shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee in respect of the Securities of such series under this Indenture. A successor Trustee shall mail notice of its succession to each Holder of Securities of such series. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraph. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.097.08, the Company’s 's obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writingCompany; PROVIDED, HOWEVER, no such resignation shall be effective until a successor Trustee has accepted its appointment pursuant to this Section 7.8. The Holders of a majority in principal amount aggregate Principal Amount of the outstanding Outstanding Securities of any series at the time outstanding may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the CompanyTrustee. The Company may shall remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; ; (iii3) a receiver or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee for any reason, with respect to the Securities of one or more series, the Company shall promptly appoint, by resolution of its Board of Directors, a successor Trustee with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any series for any reason, series). In the Company shall promptly appoint case of the appointment hereunder of a successor Trustee with respect theretoto all Securities, every such successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Within one year after Thereupon, the resignation or removal of the retiring Trustee shall become effective and the successor Trustee takes officeshall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders of a majority in principal amount Securities of the outstanding Securities particular series with respect to which such successor Trustee has been appointed. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.7. In case of such series may appoint the appointment hereunder of a successor Trustee in with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such Securities to replace the successor Trustee appointed relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees as co-Trustees of the Companysame trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, subject, nevertheless, to its lien, if any, provided for in Section 7.7. If the a successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount aggregate Principal Amount of the outstanding Outstanding Securities of such series at the time outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include If the name Trustee fails to comply with Section 7.10, any Holder of a Security of such series may petition any court of competent jurisdiction for the successor removal of such Trustee and the address appointment of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring a successor Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities of any series of Securities then outstanding may remove the Trustee as Trustee with respect to the Securities of such series of Securities by so notifying the removed Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company's consent. The Company may remove the Trustee as Trustee with respect to the one or more or all series of Securities of any series if: (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture7.10; (ii2) the Trustee is adjudged a bankrupt or an insolvent; (iii3) a receiver or other public officer takes charge of the Trustee or its property; or (iv4) the Trustee becomes incapable of acting. If If, as to any series of Securities, the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect theretofor that series. Within one year A successor Trustee as to any series of Securities shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee takes officeshall have all the rights, powers and duties of the Trustee under this Indenture as to such series. A successor Trustee shall mail notice of its succession to the Holders of a majority in principal amount of the outstanding Securities of such series may appoint of Securities. If a successor Trustee in respect of such Securities as to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series of Securities does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, then (i) the retiring Trustee, Trustee or the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee and (ii) the Holders of a majority in principal amount of such series of Securities then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10 with respect thereto. The Company shall give notice to any series of Securities, any resignation and Holder of such series of Securities who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee for such series. In case of appointment hereunder of a successor Trustee with respect to the Securities of any series one or more (but not all) series, the Company, the retiring Trustee and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any one or more series pursuant shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to this Section 7.08 transfer and Section 7.09confirm to, and to vest in, each successor Trustee all the Company’s obligations under Section 7.07 shall continue for the benefit rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) shall contain such provisions as shall be necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary or desirable to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; provided, however, that nothing herein or in such supplemental Indenture shall constitute such Trustee co-trustees of the same trust and that each such Trustee shall be a trustee of a trust hereunder separate and apart from any trust hereunder and administered by any other such Trustee. Upon the execution and delivery of such supplemental Indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s 's acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 7.10 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.09 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. The Company shall give notice of any resignation and any removal of the A successor Trustee with respect to the Securities of any series shall deliver a written acceptance of its appointment to the retiring Trustee and each appointment to the Company. Immediately after the delivery of a successor such written acceptance, subject to the lien provided for in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee in respect of the Securities of such series to the successor Trustee, (ii) the resignation or removal of the retiring Trustee in respect of the Securities of such series shall become effective and (iii) the successor Trustee shall have all Holders the rights, powers and duties of the Trustee in respect of the Securities of such series under this Indenture. A successor Trustee shall mail notice of its succession to each Holder of Securities of such series. Each notice Upon request of any such successor Trustee, the Company shall include the name of the execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trusteepreceding paragraph.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee at any time with respect to the a series of Securities of any series at any time by so notifying the Company in writingCompany. The Holders of a majority in principal amount of the outstanding Securities of any a series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Companyto such series. The Company may shall remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; ; (iii3) a receiver or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or resigns, is removed as by the Company or by the Holders of a majority in principal amount of the Securities of a series with respect to such series and such Holders do not reasonably promptly appoint a successor Trustee with respect to the Securities of any such series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reasonreason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee with respect theretoTrustee. Within one year after the A successor Trustee takes office, shall deliver a written acceptance of its appointment to the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor retiring Trustee in respect of such Securities and to replace the successor Trustee appointed by the Company. If Thereupon the successor resignation or removal of the retiring Trustee with respect to the applicable series of Securities shall become effective, and the successor Trustee shall have all the rights, powers and duties of any the Trustee under this Indenture with respect to the applicable series of Securities. The successor Trustee shall mail a notice of its succession to Holders of such series of Securities. The retiring Trustee shall promptly transfer all property held by it as Trustee in respect of the applicable series of Securities to the successor Trustee of such series, subject to the lien provided for in Section 7.07. If a successor Trustee does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company Trustee or the Holders of a majority 10% in principal amount of the outstanding applicable series of Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee for such series of Securities. If the Trustee fails to comply with respect thereto. The Company shall give notice Section 7.10, unless the Trustee's duty to resign is stayed as provided in TIA Section 310(b), any Holder of a series of Securities may petition any resignation and any court of competent jurisdiction for the removal of the Trustee with respect to such series of Securities and the Securities of any series and each appointment of a successor Trustee in with respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include Notwithstanding the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09Section, the Company’s 's obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon on the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee and be discharged at any time with respect to the Securities of any one or more series at any time by so notifying the Company in writingCompany. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such that series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a receiver Bankruptcy Custodian or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee for any reason, with respect to the Securities of any series for any reasonone or more series, the Company shall promptly appoint a successor Trustee or Trustees with respect theretoto the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of those series and that at any time there shall be only one Trustee with respect to the Securities of any particular series). Within one year after the successor Trustee with respect to the Securities of any series takes office, the Holders of a majority in principal amount of the outstanding Securities of such that series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the a successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 days after the retiring or removed Trustee resigns or is removed, the retiring or removed Trustee, the Company or the Holders of a majority at least 10% in principal amount of the then outstanding Securities of such that series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoto the Securities of that series. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of a series fails to comply with Section 7.10, any Holder of Securities of that series may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of that series. In case of the appointment of a successor Trustee with respect to all Securities, each such successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the retiring Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. In case of the appointment of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more (but not all) series shall execute and deliver an indenture supplemental hereto in which each successor Trustee shall accept that appointment and that (1) shall confer to each successor Trustee all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of that successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall confirm that all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Nothing herein or in that supplemental indenture shall constitute those Trustees co-trustees of the same trust, and each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. Upon the execution and delivery of that supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, and each such successor Trustee shall have all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of that successor Trustee relates. On the request of the Company or any successor Trustee, that retiring Trustee shall transfer to that successor Trustee all property held by that retiring Trustee as Trustee with respect to the Securities of that or those series to which the appointment of that successor Trustee relates. Notwithstanding replacement of the Trustee or Trustees pursuant to this Section 7.08 and Section 7.097.08, the Company’s obligations of the Company under Section 7.07 shall continue for the benefit of the retiring TrusteeTrustee or Trustees.

Replacement of Trustee. A resignation or removal of the (a) The Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying giving notice to the Company in writingand the Issuer of such series. The Holders of a majority in principal amount of the outstanding Securities of any series may (1) remove the Trustee as Trustee with respect to such series by giving notice to the Securities Trustee of such series by so notifying the Trustee in writing and may (2) appoint a successor Trustee with respect thereto with the consent of the Companyas to such series. The Company may Issuer of any series of Securities shall remove the Trustee as to such series if: (1) the Trustee as to such series fails to comply with Section 7.10 with respect to the Securities of any series if: such series; (i2) the Trustee is no longer eligible under Section 7.11 of this Indenture; (ii) the Trustee as to such series is adjudged a bankrupt or insolvent; ; (iii3) a receiver or other public officer takes charge of the Trustee as to such series or its property; or or (iv4) the Trustee as to such series otherwise becomes incapable of acting. acting with respect to such series. (b) If the Trustee resigns as to a series of Securities resigns, is removed by the Issuer of such series or is removed as Trustee with respect to by the Securities Holders of any seriesa majority in principal amount of such series then outstanding, and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company Issuer of such series shall promptly appoint a successor Trustee with respect theretoas to such series. (c) A successor Trustee as to a series of Securities shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer of such series. Within one year after Thereupon the resignation or removal of the retiring Trustee shall become effective and the successor Trustee takes officeshall have all of the rights, powers and duties of the Trustee hereunder. The successor Trustee shall give notice of its succession to all Holders of a majority in principal amount of the outstanding Securities of such series may appoint series, in the manner provided in Section 12.02. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided in Section 7.07. (d) If a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee as to any series of Securities resigns or is removed, the retiring Trustee, the Company Trustee or the Holders of a majority 10% in principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee. (e) If the Trustee as to any series of Securities fails to comply with respect thereto. The Company shall give notice Section 7.10, any Holder of such series may petition any resignation and any court of competent jurisdiction for the removal of the Trustee with respect to and the Securities of any series and each appointment of a successor Trustee in respect of Trustee. (f) Notwithstanding the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect as to the Securities of any series of Securities pursuant to this Section 7.08 and Section 7.096.08, the Company’s obligations of the Company and each affected Issuer under Section 7.07 shall continue for the benefit of the retiring Trustee. (g) A Trustee being succeeded pursuant to Section 7.08(b) or 7.08(e) is referred to herein as the "retiring Trustee."

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writingCompany; provided, however, no such resignation shall be effec- tive until a successor Trustee has accepted its appointment pursuant to this Section 7.8. The Holders of a majority in principal amount aggregate Principal Amount of the outstanding Outstanding Securities of any series at the time outstanding may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the CompanyTrustee. The Company may shall remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; ; (iii3) a receiver or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee for any reason, with respect to the Securities of any series for any reasonone or more series, the Company shall promptly appoint appoint, by resolution of its Board of Directors, a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of that or those series (it being understood that any series does not deliver its written acceptance required by Section 7.09 within 30 days after such successor Trustee may be appointed with respect to the retiring Trustee resigns Securities of one or is removed, the retiring Trustee, the Company more or the Holders of a majority in principal amount of the outstanding Securities all of such series may petition and that at any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. The Company time there shall give notice of any resignation and any removal of the be only one Trustee with respect to the Securities of any series and each series). In the case of the appointment hereunder of a successor Trustee in with respect to all Securities, every such successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the Securities retiring Trustee shall become effective and the successor Trustee shall have all the rights, powers and duties of such series the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to all Holders of Securities of the particular series with respect to which such seriessuccessor Trustee has been appointed. Each notice The retiring Trustee shall include promptly transfer all property held by it as Trustee to the name successor Trustee, subject to the lien provided for in Section 7.7. In case of the appointment hereunder of a successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09one or more (but not all) series, the Company’s obligations under Section 7.07 , the retir- ing Trustee and each successor Trustee with respect to the Securities of one or more series shall continue for the benefit of the retiring Trustee.execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon on the successor Trustee’s 's acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee and be discharged at any time with respect to the Securities of any one or more series at any time by so notifying the Company in writingCompany. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such that series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (iii3) a receiver Bankruptcy Custodian or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee for any reason, with respect to the Securities of any series for any reasonone or more series, the Company shall promptly appoint a successor Trustee or Trustees with respect theretoto the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of those series and that at any time there shall be only one Trustee with respect to the Securities of any particular series). Within one year after the successor Trustee with respect to the Securities of any series takes office, the Holders of a majority in principal amount of the outstanding Securities of such that series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the a successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the 45 Company or the Holders of a majority at least 10% in principal amount of the then outstanding Securities of such that series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect theretoto the Securities of that series. The Company shall give notice of any resignation and any removal of If the Trustee with respect to the Securities of a series fails to comply with Section 7.10, any Holder of Securities of that series may petition any court of competent jurisdiction for the removal of the Trustee and each the appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of that series. In case of the appointment of a successor Trustee with respect to all Securities, each such successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the retiring Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. In case of the appointment of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more (but not all) series shall execute and deliver an indenture supplemental hereto in which each successor Trustee shall accept that appointment and that (1) shall confer to each successor Trustee all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of that successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall confirm that all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Nothing herein or in that supplemental indenture shall constitute those Trustees co-trustees of the same trust, and each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. Upon the execution and delivery of that supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, and each such successor Trustee shall have all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of that successor Trustee relates. On the request of the Company or any successor Trustee, that retiring Trustee shall transfer to that successor Trustee all property held by that retiring Trustee as Trustee with respect to the Securities of that or those series to which the appointment of that successor Trustee relates. Notwithstanding replacement of the Trustee or Trustees pursuant to this Section 7.08 and Section 7.097.08, the Company’s obligations of the Company under Section 7.07 shall continue for the benefit of the retiring TrusteeTrustee or Trustees.

Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writingCompany; PROVIDED, HOWEVER, no such resignation shall be effective until a successor Trustee has accepted its appointment pursuant to this Section 7.8. The Holders of a majority in principal amount aggregate Principal Amount of the outstanding Outstanding Securities of any series at the time outstanding may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the CompanyTrustee. The Company may shall remove the Trustee as Trustee with respect to the Securities of any series if: : (i1) the Trustee is no longer eligible under fails to comply with Section 7.11 of this Indenture; 7.10; (ii2) the Trustee is adjudged a bankrupt or insolvent; ; (iii3) a receiver or other public officer takes charge of the Trustee or its property; or or (iv4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee for any reason, with respect to the Securities of one or more series, the Company shall promptly appoint, by resolution of its Board of Directors, a successor Trustee with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any series for any reason, series). In the Company shall promptly appoint case of the appointment hereunder of a successor Trustee with respect theretoto all Securities, every such successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Within one year after Thereupon, the resignation or removal of the retiring Trustee shall become effective and the successor Trustee takes officeshall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders of a majority in principal amount Securities of the outstanding Securities particular series with respect to which such successor Trustee has been appointed. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.7. In case of such series may appoint the appointment hereunder of a successor Trustee in with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such Securities to replace the successor Trustee appointed relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees as co-Trustees of the Companysame trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, subject, nevertheless, to its lien, if any, provided for in Section 7.7. If the a successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount aggregate Principal Amount of the outstanding Outstanding Securities of such series at the time outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto. The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include If the name Trustee fails to comply with Section 7.10, any Holder of a Security of such series may petition any court of competent jurisdiction for the successor removal of such Trustee and the address appointment of its Corporate Trust Office. Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring a successor Trustee.