THE PRIOR TRUSTEE Clause Samples

THE PRIOR TRUSTEE. SECTION 1.01 Prior Trustee hereby resigns as Trustee under the Indenture. SECTION 1.02 Prior Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Prior Trustee in and to the trusts of the Trustee under the Indenture and all the rights, powers and trusts of the Trustee under the Indenture; provided, however Prior Trustee shall continue to be entitled to the expense reimbursement and indemnity provisions thereunder with respect to the period prior to the effective date hereof. Prior Trustee shall at the expense of the Successor Trustee execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers and trust hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Paying Agent and Registrar.

THE PRIOR TRUSTEE. SECTION 1.01 The Prior Trustee hereby resigns as Trustee under each Trust Agreement. SECTION 1.02 The Prior Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee all rights, powers, duties and obligations of the Prior Trustee under each Trust Agreement. The Prior Trustee shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee. SECTION 1.03 The Prior Trustee hereby represents and warrants to the Successor Trustee that: (a) There is no action, suit or proceeding pending or, to the best of the knowledge of the Responsible Officers assigned to the Prior Trustee’s corporate trust department, threatened against the Prior Trustee before any court or any governmental authority arising out of any action or omission by the Prior Trustee under any Trust Agreement. (b) As of the effective date of this Agreement, the Prior Trustee will hold no property under any Trust Agreement. (c) Pursuant to the Trust Agreements, the Prior Trustee duly executed on behalf of the applicable Trusts, on the Issue Dates set forth in Exhibit A attached hereto, the aggregate principal amount of the Notes of each Trust listed in Exhibit A attached hereto, all of which Notes are Outstanding as of the effective date hereof. (d) Each person who so executed the Notes listed in Exhibit A was duly elected, qualified and acting as an officer or authorized signatory of the Prior Trustee and was empowered to execute such Notes on behalf of the Prior Trustee at the respective times of such execution and the signature of each person who so executed such Notes is such person’s genuine signature. (e) This Agreement has been duly authorized, executed and delivered on behalf of the Prior Trustee and constitutes its legal, valid and binding obligation. (f) The Trusts have performed or fulfilled prior to the date hereof, each covenant, agreement, condition, obligation and responsibility under each Indenture. (g) No covenant or condition contained in any Trust Agreement has been waived by the related Trust or, to the best of the Prior Trustee’s knowledge, by the Holders of the percentage in aggregate principal amount of the Trust Securities required under the related Trust Agreement to effect any such waiver. ...

THE PRIOR TRUSTEE. SECTION 1.01 Prior Trustee hereby resigns as Trustee under the Indenture and Calculation Agent under the Calculation Agent Agreement. SECTION 1.02 Prior Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Prior Trustee in and to the trusts of the Trustee under the Indenture and the Calculation Agent Agreement and all the rights, powers and trusts of the Trustee under the Indenture and Calculation Agent under the Calculation Agent Agreement. Prior Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers and trust hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Paying Agent and Registrar under the Indenture and as Calculation Agent under the Calculation Agent Agreement.

THE PRIOR TRUSTEE. The Prior Trustee hereby represents and warrants to the Issuer and to the Successor Trustee that:

THE PRIOR TRUSTEE. SECTION 1.01 Prior Trustee is hereby removed as Trustee under the Indentures. SECTION 1.02 Prior Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all rights, titles and interests of Prior Trustee in and to the trusts (as described in the Indentures), and all duties and obligations of Prior Trustee under the Indentures. Prior Trustee shall execute and deliver such further documents, instruments, and certificates and shall do such other things as the Successor Trustee and Issuers may reasonably require as to more fully and certainly vest and confirm in Successor Trustee all the rights, titles and interests hereby assigned, transferred, delivered and confirmed to Successor Trustee. The documents and instruments to be transferred and assigned to the Successor Trustee by the Prior Trustee include, but are not limited to, those described in Exhibit B attached hereto and incorporated herein.

THE PRIOR TRUSTEE. SECTION 1.01 The Prior Trustee hereby resigns as Trustee, Registrar and Paying Agent under the Indenture, effective as of the Effective Time (as defined below). SECTION 1.02 The Prior Trustee hereby acknowledges that all sums owned to it in its capacity as Trustee for each Series under the Indenture pursuant to Section 8.7 of the Indenture have been paid. SECTION 1.03 As of the Effective Time, the Prior Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee all right, title and interest of the Prior Trustee in and to the trusts of the Trustee with respect to each Series under the Indenture and all the rights, powers and trusts of the Trustee with respect to each Series under the Indenture. The Prior Trustee shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers and trust hereby assigned, transferred, delivered and confirmed to the Successor Trustee as Trustee, Registrar and Paying Agent. SECTION 1.04 On or prior to the Effective Time, the Prior Trustee will deliver (i) all monies and securities held with respect to each Series under the Indenture and (ii) the items in its possession listed on Exhibit B to the Successor Trustee.

THE PRIOR TRUSTEE