Common use of Acceptance of Appointment by Successor Clause in Contracts

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and 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; but, on the request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) Upon request of any 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 paragraph (a) of this Section 9.12. (c) 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 IX. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesPurchase Contract Agent, every such successor trustee Purchase Contract Agent so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee Purchase Contract Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee Purchase Contract Agent shall become effective and such successor trusteePurchase Contract Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts agencies and duties of the retiring TrusteePurchase Contract Agent; but, on the request of the Company or the successor trusteePurchase Contract Agent, such retiring Trustee Purchase Contract Agent shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee Purchase Contract Agent all the rights, powers, powers and trusts of the retiring Trustee Purchase Contract Agent and shall duly assign, transfer and deliver to such successor trustee Purchase Contract Agent all property and money held by such retiring Trustee Purchase Contract Agent hereunder. (b) Upon request of any such successor trusteePurchase Contract Agent, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Purchase Contract Agent all such rights, powers and trusts agencies referred to in paragraph clause (a) of this Section 9.127.10. (c) No successor trustee Purchase Contract Agent shall accept its appointment unless at the time of such acceptance such successor trustee Purchase Contract Agent shall be qualified and eligible under this Article IX7. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a Every successor trustee with respect to the Debentures, every successor trustee so appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its chargescharges pursuant to Section 8.07 then unpaid, such retiring Trustee shall pay over to the successor trustee all moneys at the time held by it hereunder, subject nevertheless to its lien provided for in Section 8.07, and shall execute and deliver an instrument transferring to such successor trustee all the such rights, powers, trusts and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) duties. 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 rights and trusts referred to in paragraph (a) of this Section 9.12powers. (cb) No successor trustee with respect to the Securities shall accept its appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified eligible to act as trustee under the provisions of TIA Section 310(a) and eligible under this Article IX8 and shall have a combined capital and surplus of at least $50,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 8.09. (dc) Upon acceptance of appointment by a any successor trustee as provided in this Section 9.128.11, the Company shall transmit give notice thereof to the Holders of the succession Securities, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the acceptance of such trustee hereunder appointment is substantially contemporaneous with the appointment, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 8.10. If the Company fails to transmit give such notice within ten 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted given at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesPurchase Contract Agent, every such successor trustee Purchase Contract Agent so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee Purchase Contract Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee Purchase Contract Agent shall become effective and such successor trusteePurchase Contract Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts agencies and duties of the retiring TrusteePurchase Contract Agent; but, on the request of the Company or the successor trusteePurchase Contract Agent, such retiring Trustee Purchase Contract Agent shall, upon payment of its chargesamounts owed to it pursuant to Section 7.07, execute and deliver an instrument transferring to such successor trustee Purchase Contract Agent all the rights, powers, powers and trusts of the retiring Trustee Purchase Contract Agent and shall duly assign, transfer and deliver to such successor trustee Purchase Contract Agent all property and money held by such retiring Trustee Purchase Contract Agent hereunder. (b) Upon request of any such successor trusteePurchase Contract Agent, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Purchase Contract Agent all such rights, powers and trusts agencies referred to in paragraph clause (a) of this Section 9.127.10. (c) No successor trustee Purchase Contract Agent shall accept its appointment unless at the time of such acceptance such successor trustee Purchase Contract Agent shall be qualified and eligible under this Article IX7. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesPurchase Contract Agent, every such successor trustee Purchase Contract Agent so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee Purchase Contract Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee Purchase Contract Agent shall become effective and such successor trusteePurchase Contract Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts agencies and duties of the retiring TrusteePurchase Contract Agent; but, on the request of the Company or the successor trusteePurchase Contract Agent, such retiring Trustee Purchase Contract Agent shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee Purchase Contract Agent all the rights, powers, powers and trusts of the retiring Trustee Purchase Contract Agent and shall duly assign, transfer and deliver to such successor trustee Purchase Contract Agent all property and money held by such retiring Trustee Purchase Contract Agent hereunder. (b) Upon request of any such successor trusteePurchase Contract Agent, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Purchase Contract Agent all such rights, powers and trusts agencies referred to in paragraph (a) of this Section 9.12Section. (c) No successor trustee Purchase Contract Agent shall accept its appointment unless at the time of such acceptance such successor trustee Purchase Contract Agent shall be qualified and eligible under this Article IXArticle. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesPurchase Contract Agent, every such successor trustee Purchase Contract Agent so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee Purchase Contract Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee Purchase Contract Agent shall become effective and such successor trusteePurchase Contract Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts agencies and duties of the retiring Trustee; but, on Purchase Contract Agent. At the request of the Company or the successor trusteePurchase Contract Agent, such retiring Trustee Purchase Contract Agent shall, upon its receipt of payment or reimbursement of its chargesany amounts due to it hereunder, execute and deliver an instrument transferring to such successor trustee Purchase Contract Agent all the rights, powers, powers and trusts of the retiring Trustee Purchase Contract Agent and shall duly assign, transfer and deliver to such successor trustee Purchase Contract Agent all property and money held by such retiring Trustee Purchase Contract Agent hereunder. (b) Upon request of any such successor trusteePurchase Contract Agent, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Purchase Contract Agent all such rights, powers and trusts agencies referred to in paragraph (a) of this Section 9.12Section. (c) No successor trustee Purchase Contract Agent shall accept its appointment unless at the time of such acceptance such successor trustee Purchase Contract Agent shall be qualified and eligible under this Article IXArticle. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case Every successor Trustee appointed hereunder shall meet the requirements of Section 6.8, shall make the appointment hereunder of a successor trustee with respect to the Debenturesrepresentations and warranties contained in Section 6.17, every successor trustee so appointed and shall execute, acknowledge and deliver to the Company Issuer and to the retiring Trustee an instrument accepting such appointment. In addition, so long as the retiring Trustee is the same institution as the Collateral Administrator, unless otherwise agreed to in writing by the Issuer, the successor and the retiring institutions, such successor Trustee shall automatically become, and thereupon hereby so agrees to be, the Collateral Administrator pursuant to Section 7(b) of the Collateral Administration Agreement and shall assume the duties of the Collateral Administrator under the terms and conditions of the Collateral Administration Agreement in its acceptance of appointment as successor Trustee until such time, if any, as it is replaced as Collateral Administrator by the Issuer pursuant to the Collateral Administration Agreement. Upon delivery of the required instruments, the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts trusts, duties and duties obligations of the retiring Trustee; but, on the request of the Company Issuer or a Majority of any Class of Securities or the successor trusteeTrustee or successor Collateral Administrator, as applicable, such retiring Trustee shall, upon payment of its chargescharges then unpaid, execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor trustee Trustee all property and money Money held by such retiring Trustee hereunder. (b) . Upon request of any such successor trusteeTrustee, the Company Issuers shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights, powers and trusts referred to in paragraph (a) of this Section 9.12trusts. (c) 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 IX. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee Issuer Trustee, the retiring Relevant Trustee and each such successor Issuer Trustee with respect to the Debentures, every successor trustee so appointed Trust Securities shall execute, acknowledge and deliver an instrument wherein each successor Issuer Trustee shall accept such appointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Issuer Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Company Trust Securities and to the retiring Trustee an instrument accepting such appointmentIssuer Trust, and thereupon upon the execution and delivery of such instrument the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor trusteeIssuer Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Company Issuer Trust or the any successor trustee, Issuer Trustee such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee Issuer Trustee all property Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunderhereunder with respect to the Trust Securities and the Issuer Trust. (b) Upon request of any such successor trusteeIssuer Trustee, the Company Issuer Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Issuer Trustee all such rights, powers and trusts referred to in paragraph (a) of this Section 9.12the first or second preceding paragraph, as the case may be. (c) No successor trustee Issuer Trustee shall accept its appointment unless at the time of such acceptance such successor trustee Issuer Trustee shall be qualified and eligible under this Article IXVIII. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a Every successor trustee with respect to the Debentures, every successor trustee so appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its chargescharges pursuant to Section 6.7 then unpaid, such retiring Trustee shall pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all the such rights, powers, duties and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) obligations. 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 rights and trusts referred to in paragraph (a) of this Section 9.12. (c) powers. No successor trustee with respect to the Securities shall accept its appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified eligible to act as trustee under the provisions of Trust Indenture Act Section 310(a) and eligible under this Article IX. (d) VI and shall have a combined capital and surplus of at least $100,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 6.9. Upon acceptance of appointment by a any successor trustee as provided in this Section 9.126.11, the Company shall transmit give notice thereof to the Holders of the succession Securities, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the acceptance of such trustee hereunder appointment is substantially contemporaneous with the appointment, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 6.10. If the Company fails to transmit give such notice within ten 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted given at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the Debenturesall Bonds, every such successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and 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; but, on the request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) 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 paragraph (a) of this Section 9.12Section. (c) 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 IXArticle. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12Section, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the DebentureholdersBondholders, as their names and addresses appear upon the Debenture Bond Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a Every successor trustee with respect to the Debentures, every successor trustee so appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its chargescharges pursuant to Section 8.07 then unpaid, such retiring Trustee shall pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all the such rights, powers, duties and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) obligations. 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 rights and trusts referred to in paragraph (a) of this Section 9.12powers. (cb) No successor trustee with respect to the Securities shall accept its appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified eligible to act as trustee under the provisions of TIA Section 310(a) and eligible under this Article IX8 and shall have a combined capital and surplus of at least $100,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 8.09. (dc) Upon acceptance of appointment by a any successor trustee as provided in this Section 9.128.11, the Company shall transmit give notice thereof to the Holders of the succession Securities, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the acceptance of such trustee hereunder appointment is substantially contemporaneous with the appointment, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 8.10. If the Company fails to transmit give such notice within ten 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted given at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company Corporation and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and 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; but, on the request of the Company Corporation or the successor trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) Upon request of any successor trustee, the Company Corporation 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 (a) of this Section 9.12. (c) 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 IX. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company Corporation shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company Corporation fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the CompanyCorporation.

Acceptance of Appointment by Successor. (a) In the case of the appointment hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and 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; but, on the request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) Upon request of any successor trustee, the Company shall execute any and all instruments for more fully full and certainly certain vesting in and confirming to such successor trustee all such rights, powers and trusts referred to in paragraph (a) of this Section 9.12. (c) 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 IX. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment Every successor Trustee appointed hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trustee, upon payment of its charges then unpaid, such retiring Trustee shall, upon payment of its charges, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all the such rights, powers, duties and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) obligations. 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 rightsrights and powers. Any Trustee ceasing to act shall, powers and trusts referred nevertheless, retain a prior claim upon all property or funds held or collected by such Trustee or such successor trustee to secure any amounts then due such Trustee pursuant to the provisions of Section 606. No successor Trustee with respect to the Securities shall accept appointment as provided in paragraph (a) of this Section 9.12. (c) No successor trustee shall accept its appointment 610 unless at the time of such acceptance such successor trustee shall be qualified eligible to act as trustee under the provisions of Trust Indenture Act Section 310(a) and eligible under this Article IX. (d) Six and shall have a combined capital and surplus of at least $250,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 608. Upon acceptance of appointment by a any successor trustee Trustee as provided in this Section 9.12610, the Company shall transmit give notice thereof to the Holders of the succession Securities, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the acceptance of such trustee hereunder appointment is substantially contemporaneous with the resignation, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 609. If the Company fails to transmit give such notice within ten 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted given at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a Every successor trustee with respect to the Debentures, every successor trustee so appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its chargescharges pursuant to Section 607 then unpaid, such retiring Trustee shall pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all the such rights, powers, duties and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) obligations. 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 rights and trusts referred to in paragraph (a) of this Section 9.12. (c) powers. No successor trustee with respect to the Securities shall accept its appointment as provided in this Section 611 unless at the time of such acceptance such successor trustee shall be qualified eligible to act as trustee under the provisions of Trust Indenture Act Section 310(a) and eligible under this Article IX. (d) Six and shall have a combined capital and surplus of at least $250,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 609. Upon acceptance of appointment by a any successor trustee as provided in this Section 9.12611, the Company shall transmit give notice thereof to the Holders of the succession Securities, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the acceptance of such trustee hereunder appointment is substantially contemporaneous with the appointment, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 610. If the Company fails to transmit give such notice within ten 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted given at the expense of the Company. Section 612. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee (including the trust created by this Indenture) shall be the successor of the Trustee hereunder, provided that such corporation shall be eligible under Trust Indenture Act Section 310(a) and this Article Six and shall have a combined capital and surplus of at least $250,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 609, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver such Securities so authenticated; and, in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor trustee; and in all such cases such certificate shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to Indenture Trustee, the Debentures, every successor trustee Indenture Trustee so appointed shall execute, acknowledge and deliver to the Company Issuers and to the retiring Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and such successor trusteeIndenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Indenture Trustee; but, on the request of the Company Issuers or the successor trusteeIndenture Trustee, such retiring Indenture Trustee shall, upon payment of its chargesfees, execute and deliver an instrument transferring to such successor trustee Indenture Trustee all the rights, powers, powers and trusts of the retiring Trustee and Indenture Trustee, shall duly assign, transfer and deliver to such successor trustee Indenture Trustee all property and money held by such retiring Indenture Trustee hereunder. , and shall take such action as may be requested by the Issuers to provide for the appropriate interest in the Collateral Pool (bincluding, without limitation, the Mortgages) to be vested in such successor Indenture Trustee, but shall not be responsible for the recording of such documents and instruments as may be necessary to give effect to the foregoing. Upon request of any such successor trusteeIndenture Trustee, the Company Issuers shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Indenture Trustee all such rights, powers and trusts referred to in paragraph (a) of this Section 9.12. (c) Section. No successor trustee Indenture Trustee shall accept its appointment unless at the time of such acceptance such successor trustee Indenture Trustee shall be qualified and eligible under this Article IXArticle. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the Debenturestrustee, every such successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and 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; but, on the request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) 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 paragraph (a) of this Section 9.12Section. (c) 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 IXArticle. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12Section, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the DebentureholdersSecurityholders, as their names and addresses appear upon the Debenture Securities Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesSecurities, every such successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and 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; but, on the request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its chargescharges and all other amounts payable to it hereunder, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder, subject to the lien provided for in Section 8.06(b). (b) 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 paragraph (a) of this Section 9.12Section. (c) 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 IX8. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12Section, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the DebentureholdersSecurityholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the Debenturestrustee, every such successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and 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; but, on the request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) 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 paragraph (a) of this Section 9.12Section. (c) 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 IXArticle. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12Section, the Company shall transmit notice of the succession of such trustee hereunder by mail, first first-class postage prepaid, to the DebentureholdersSecurityholders, as their names and addresses appear upon the Debenture Securities Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and 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; but, on the request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) Upon request of any 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 paragraph (a) of this Section 9.1210.12. (c) 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 IX.X. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.1210.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesTrustee, every such successor trustee so appointed Trustee shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment. Thereupon, and thereupon the resignation or removal of the retiring Trustee shall become effective effective, and such the successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts powers and duties of the retiring Trustee; but, on the request of the Company or the successor trusteeTrustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee Trustee all property and money held by such retiring Trustee hereunder. (b) Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such the successor trustee Trustee all such rights, powers and trusts referred to in paragraph (a) of this Section 9.127.11. (c) No successor trustee Trustee shall accept its appointment unless at the time of such acceptance such successor trustee Trustee shall be qualified and eligible under this Article IXthe Trust Indenture Act. (d) Upon acceptance The Company shall give notice of each resignation and each removal of the Trustee and each appointment by of a successor trustee as Trustee in the manner provided for notices to the Holders of Securities in this Section 9.12, 11.2 herein. Each notice shall include the Company shall transmit notice name of the succession successor Trustee and the address of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Companyits Corporate Trust Office.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and 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; but, on the request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) Upon request of any 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 paragraph (a) of this Section 9.129.12(a). (c) 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 IX. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment Every successor Trustee appointed hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trusteeTrustee, upon payment of amounts due to it pursuant to Section 6.07, such retiring Trustee shallshall duly assign, upon payment of its charges, transfer and deliver to the successor Trustee all moneys and property at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, duties and trusts obligations of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) Trustee. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rightsrights and powers. Any Trustee ceasing to act shall, powers and trusts referred nevertheless, retain a prior claim upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to the provisions of Section 6.07. No successor Trustee with respect to the Notes shall accept appointment as provided in paragraph (a) of this Section 9.12. (c) No successor trustee shall accept its appointment 6.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified and eligible to act as Trustee under this Article IX. (d) Article. Upon acceptance of appointment by a any successor trustee Trustee as provided in this Section 9.126.11, the Company successor shall transmit give notice thereof to the Holders of the succession Notes, by mailing such notice to such Holders at their addresses as they shall appear on the Note Register. If the acceptance of such trustee hereunder appointment is substantially contemporaneous with the resignation, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 6.10. If the Company fails to transmit give such notice within ten 10 days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be transmitted given at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a Every successor trustee with respect to the Debentures, every successor trustee so appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its chargescharges pursuant to Section 6.07 then unpaid, such retiring Trustee shall pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all the such rights, powers, duties and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) obligations. 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 rights and trusts referred to in paragraph (a) of this Section 9.12. (c) powers. No successor trustee with respect to the Securities shall accept its appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified eligible to act as trustee under the provisions of Trust Indenture Act Section 310(a) and eligible under this Article IX. (d) Six and shall have a combined capital and surplus of at least $50,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 6.09. Upon acceptance of appointment by a any successor trustee as provided in this Section 9.126.11, the Company shall transmit give notice thereof to the Holders of the succession Securities, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the acceptance of such trustee hereunder appointment is substantially contemporaneous with the appointment, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 6.10. If the Company fails to transmit give such notice within ten 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted given at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a Every successor trustee with respect to the Debentures, every successor trustee so appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its chargescharges pursuant to Section 9.07 then unpaid, such retiring Trustee shall pay over to the successor trustee all moneys at the time held by it hereunder, subject nevertheless to its lien provided for in Section 9.07, and shall execute and deliver an instrument transferring to such successor trustee all the such rights, powers, trusts and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) duties. 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 rights and trusts referred to in paragraph (a) of this Section 9.12powers. (cb) No successor trustee with respect to the Securities shall accept its appointment as provided in this Section 9.11 unless at the time of such acceptance such successor trustee shall be qualified eligible to act as trustee under the provisions of TIA Section 310(a) and eligible under this Article IX9 and shall have a combined capital and surplus of at least $50,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 8.09. (dc) Upon acceptance of appointment by a any successor trustee as provided in this Section 9.129.11, the Company shall transmit give notice thereof to the Holders of the succession Securities, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the acceptance of such trustee hereunder appointment is substantially contemporaneous with the appointment, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 9.10. If the Company fails to transmit give such notice within ten 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted given at the expense of the Company. (d) Notwithstanding the replacement of the Trustee pursuant to Section 9.10, the Company’s obligations under Section 9.07 shall continue for the benefit of the retiring Trustee.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the Debenturestrustee, every such successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and 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; but, on the request of the Company or the successor trustee, such retiring Trustee shall, upon full payment of its chargesany amount then due to it pursuant to Section 7.06, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) . 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 powers, trusts and trusts duties referred to in paragraph (a) of this Section 9.127.10. (cb) 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 IX7. (dc) Upon acceptance of appointment by a successor trustee as provided in this Section 9.127.10, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the DebentureholdersHolders, as their names and addresses appear upon the Debenture Security Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment Every successor Indenture Trustee appointed hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall will execute, acknowledge and deliver to the Company Issuer and to the retiring predecessor Indenture Trustee an instrument accepting such appointment, with a copy to the Note Rating Agency, and thereupon the resignation or removal of the retiring predecessor Indenture Trustee shall will become effective effective, and such successor trusteeIndenture Trustee, without any further act, deed or conveyance, shall will become vested with all the rights, powers, trusts and duties of the retiring predecessor Indenture Trustee, Calculation Agent and Paying Agent; but, on the request of the Company Issuer or the successor trusteeIndenture Trustee, such retiring predecessor Indenture Trustee shallwill, upon payment of its reasonable charges, if any, execute and deliver an instrument transferring to such successor trustee Indenture Trustee all the rights, powers, powers and trusts of the retiring Trustee predecessor Indenture Trustee, Calculation Agent and shall Paying Agent, and will duly assign, transfer and deliver to such successor trustee Indenture Trustee all property and money held by such retiring predecessor Indenture Trustee hereunder. (b) , subject nevertheless to its rights to payment pursuant to Section 11.7. Upon request of any such successor trusteeIndenture Trustee, the Company shall Issuer will execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Indenture Trustee all such rights, powers and trusts referred to in paragraph (a) of this Section 9.12. (c) trusts. No successor trustee shall Indenture Trustee will accept its appointment unless at the time of such acceptance such successor trustee shall Indenture Trustee will be qualified and eligible under this Article IXArticle. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to Indenture Trustee, the Debentures, every successor trustee Indenture Trustee so appointed shall execute, acknowledge and deliver to the Company Issuers and to the retiring Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and such successor trusteeIndenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Indenture Trustee; but, on the request of the Company Issuer Manager or the successor trusteeIndenture Trustee, such retiring Indenture Trustee shall, upon payment of its chargesfees, execute and deliver an instrument transferring to such successor trustee Indenture Trustee all the rights, powers, powers and trusts of the retiring Trustee and Indenture Trustee, shall duly assign, transfer and deliver to such successor trustee Indenture Trustee all property and money held by such retiring Indenture Trustee hereunder. , and shall take such action as may be requested by the Issuer Manager to provide for the appropriate interest in the Collateral Pool (bincluding, without limitation, the Mortgages) to be vested in such successor Indenture Trustee, but shall not be responsible for the recording of such documents and instruments as may be necessary to give effect to the foregoing. Upon request of any such successor trusteeIndenture Trustee, the Company Issuers shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Indenture Trustee all such rights, powers and trusts referred to in paragraph (a) of this Section 9.12. (c) Section. No successor trustee Indenture Trustee shall accept its appointment unless at the time of such acceptance such successor trustee Indenture Trustee shall be qualified and eligible under this Article IXArticle. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment Every successor Trustee appointed hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company Issuer, the Co-Issuer, the Loan Obligation Manager, the CLO Servicer and to the retiring Trustee an instrument accepting such appointment. Upon delivery of the required instruments, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts trusts, duties and duties obligations of the retiring Trustee; but, on the request of the Company Issuer and the Co-Issuer or a Majority of the Controlling Class or the Loan Obligation Manager or the successor trusteeTrustee, such retiring Trustee shall, upon payment of its chargescharges then unpaid, execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor trustee Trustee all property and money amounts held by such retiring Trustee hereunder. (b) , subject nevertheless to its lien, if any, provided for in Section 6.7(d). Upon request of any such successor trusteeTrustee, the Company Issuer and the Co-Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights, powers and trusts referred to in paragraph (a) of this Section 9.12. (c) trusts. No successor trustee Trustee shall accept its appointment unless (a) at the time of such acceptance such successor trustee shall be qualified and eligible under this Article IX. 6, (db) Upon acceptance of appointment by a such successor trustee as provided in this Section 9.12, shall have long-term debt rated within the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment four highest rating categories by the successor trusteeRating Agencies, and (c) the successor trustee shall cause such notice to be transmitted at the expense of the CompanyRating Agency Condition is satisfied.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a Every successor trustee with respect to the Debentures, every successor trustee so appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its chargescharges pursuant to Section 607 then unpaid, such retiring Trustee shall pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all the such rights, powers, duties and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) obligations. 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 rights and trusts referred to in paragraph (a) of this Section 9.12. (c) powers. No successor trustee with respect to the Securities shall accept its appointment as provided in this Section 611 unless at the time of such acceptance such successor trustee shall be qualified eligible to act as trustee under the provisions of Trust Indenture Act Section 310(a) and eligible under this Article IX. (d) Six and shall have a combined capital and surplus of at least $100,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 609. Upon acceptance of appointment by a any successor trustee as provided in this Section 9.12611, the Company shall transmit give notice thereof to the Holders of the succession Securities, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the acceptance of such trustee hereunder appointment is substantially contemporaneous with the appointment, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 610. If the Company fails to transmit give such notice within ten 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted given at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a Every successor trustee with respect to the Debentures, every successor trustee so appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its chargescharges pursuant to Section 6.07 then unpaid, such retiring Trustee shall pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all the such rights, powers, duties and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) obligations. 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 rights and trusts referred to in paragraph (a) of this Section 9.12. (c) powers. No successor trustee with respect to the Securities shall accept its appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified eligible to act as trustee under the provisions of Trust Indenture Act Section 3.09(a) and eligible under this Article IX. (d) VI and shall have a combined capital and surplus of at least $250,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 6.10. Upon acceptance of appointment by a any successor trustee as provided in this Section 9.126.11, the Company shall transmit give notice thereof to the Holders of the succession Securities, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the acceptance of such trustee hereunder appointment is substantially contemporaneous with the appointment, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 6.10. If the Company fails to transmit give such notice within ten 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted given at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesTrustee, every such successor trustee Trustee so appointed shall execute, acknowledge and deliver to the Company Issuers, any Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Issuers or the successor trusteeTrustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee Trustee all property and money held by such retiring Trustee hereunder. (b) Upon request of any the successor trusteeTrustee, the Company Issuers and any Guarantor shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights, powers and trusts referred to in paragraph (a) Section 11.11(a), as the case may be. Notwithstanding replacement of the Trustee pursuant to this Section 9.1211.11, the Issuers’ obligations under Section 11.07 will continue for the benefit of the retiring Trustee. (c) No successor trustee Trustee shall accept its appointment unless at the time of such acceptance such successor trustee Trustee shall be qualified and eligible under this Article IXArticle. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesSecurities of a series, every such successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and 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; but, on . On the request of the Company or the successor trustee, such retiring Trustee shallTrustee, upon payment of its charges, shall execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money funds held by such retiring Trustee hereunder. (b) Upon request of any such successor trustee, the Company shall may 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 (a) of this Section 9.127.11(a). (c) 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 IX7. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee7.11, the successor trustee shall cause such a notice of its succession to be transmitted at the expense of the Companyto Securityholders.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a Every successor trustee with respect to the Debentures, every successor trustee so appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its chargescharges pursuant to Section 607 then unpaid, such retiring Trustee shall pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all the such rights, powers, duties and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) obligations. 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 rights and trusts referred to in paragraph (a) of this Section 9.12. (c) powers. No successor trustee with respect to the Securities shall accept its appointment as provided in this Section 611 unless at the time of such acceptance such successor trustee shall be qualified eligible to act as trustee under the provisions of Trust Indenture Act Section 310(a) and eligible under this Article IX. (d) Six and shall have a combined capital and surplus of at least $100,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 609. Upon acceptance of appointment by a any successor trustee as provided in this Section 9.12611, the Company shall transmit give notice thereof to the Holders of the succession Securities, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the acceptance of such trustee hereunder appointment is substantially contemporaneous with the appointment, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 610. If the Company fails to transmit give such notice within ten 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted given at the expense of the Company. Section 612. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee (including the trust created by this Indenture) shall be the successor of the Trustee hereunder, provided that such corporation shall be eligible under Trust Indenture Act Section 310(a) and this Article Six and shall have a combined capital and surplus of at least $100,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 609, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver such Securities so authenticated; and, in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor trustee; and in all such cases such certificate shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesSecurities, every such successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and 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; but, on the request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) 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 paragraph (a) of this Section 9.129.11. (c) 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 IX9. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.129.11, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the DebentureholdersHolders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesPurchase Contract Agent, every such successor trustee Purchase Contract Agent so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee Purchase Contract Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee Purchase Contract Agent shall become effective and such successor trusteePurchase Contract Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts agencies and duties of the retiring TrusteePurchase Contract Agent; but, on the request of the Company or the successor trusteePurchase Contract Agent, such retiring Trustee Purchase Contract Agent shall, upon payment of its chargesamounts owed to it pursuant to Section 7.07, execute and deliver an instrument transferring to such successor trustee Purchase Contract Agent all the rights, powers, powers and trusts of the retiring Trustee Purchase Contract Agent and shall duly assign, transfer and deliver to such successor trustee Purchase Contract Agent all property and money held by such retiring Trustee Purchase Contract Agent hereunder. (b) Upon request of any such successor trusteePurchase Contract Agent, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Purchase Contract Agent all such rights, powers and trusts agencies referred to in paragraph clause (a) of this Section 9.127.10. (c) No successor trustee Purchase Contract Agent shall accept its appointment unless at the time of such acceptance such successor trustee Purchase Contract Agent shall be qualified and eligible under this Article IXVII. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesSecurities, every such successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and 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; but, on the request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its chargescharges and all other amounts payable to it hereunder, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder, subject to the lien provided for in Section 12.6(b). (b) 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 paragraph (a) of this Section 9.12Section. (c) 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 IX12. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12Section, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the DebentureholdersSecurityholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee Trustee, the retiring Relevant Trustee and each such successor Trustee with respect to the Debentures, every successor trustee so appointed Trust Securities shall execute, acknowledge and deliver an instrument wherein each successor Trustee shall accept such appointment and which shall contain such provisions as shall be necessary or desirable to the Company transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee an instrument accepting such appointmentwith respect to the Trust Securities and the Issuer Trust, and thereupon upon the execution and delivery of such instrument the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Company Issuer Trust or the any successor trustee, Trustee such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee Trustee all property Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunderhereunder with respect to the Trust Securities and the Trust. (b) Upon request of any such successor trusteeTrustee, the Company Issuer Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights, powers and trusts referred to in paragraph (a) of this Section 9.12the first or second preceding paragraph, as the case may be. (c) No successor trustee Trustee shall accept its appointment unless at the time of such acceptance such successor trustee Trustee shall be qualified and eligible under this Article IXArticle. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment Every successor Trustee or Note Administrator appointed hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company Servicer, and to the parties hereto including the retiring Trustee or the retiring Note Administrator, as the case may be, an instrument accepting such appointment. Upon delivery of the required instruments, and thereupon the resignation or removal of the retiring Trustee or the retiring Note Administrator shall become effective and such successor trusteeTrustee or Note Administrator, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts trusts, duties and duties obligations of the retiring TrusteeTrustee or Note Administrator, as the case may be; but, on the request of the Company Issuer or a Majority of the Controlling Class or the successor trusteeTrustee or Note Administrator, such retiring Trustee or Note Administrator shall, upon payment of its chargesfees, indemnities and other amounts then unpaid, execute and deliver an instrument transferring to such successor trustee Trustee or Note Administrator all the rights, powers, powers and trusts of the retiring Trustee or Note Administrator, as the case may be, and shall duly assign, transfer and deliver to such successor trustee Trustee or Note Administrator all property and money amounts held by such retiring Trustee or Note Administrator hereunder. (b) , subject nevertheless to its lien, if any, provided for in Section 6.7(d). Upon request of any such successor trusteeTrustee or Note Administrator, the Company Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee or Note Administrator all such rights, powers and trusts referred to in paragraph (a) of this Section 9.12. (c) trusts. No successor trustee Trustee or successor Note Administrator shall accept its appointment unless (a) at the time of such acceptance such successor trustee shall be qualified and eligible under this Article IX6 and (b) such successor shall have a long-term unsecured debt rating satisfying the requirements set forth in Section 6.8. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesPurchase Contract Agent, every such successor trustee Purchase Contract Agent so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee Purchase Contract Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee Purchase Contract Agent shall become effective and such successor trusteePurchase Contract Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts agencies and duties of the retiring TrusteePurchase Contract Agent; but, on at the request of the Company or the successor trusteePurchase Contract Agent, such retiring Trustee Purchase Contract Agent shall, upon its receipt of payment of its charges, execute and deliver an instrument transferring to such successor trustee Purchase Contract Agent all the rights, powers, powers and trusts of the retiring Trustee Purchase Contract Agent and shall duly assign, transfer and deliver to such successor trustee Purchase Contract Agent all property and money held by such retiring Trustee Purchase Contract Agent hereunder. (b) Upon request of any such successor trusteePurchase Contract Agent, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Purchase Contract Agent all such rights, powers and trusts agencies referred to in paragraph (aSection 7.10(a) of this Section 9.12Section. (c) No successor trustee Purchase Contract Agent shall accept its appointment unless at the time of such acceptance such successor trustee Purchase Contract Agent shall be qualified and eligible under this Article IXArticle. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesCDI Depositary, every such successor trustee CDI Depositary so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee CDI Depositary an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee CDI Depositary shall become effective and such successor trusteeCDI Depositary, without any further act, deed or conveyance, conveyance shall become vested with all the rights, powers, trusts agencies and duties of the retiring TrusteeCDI Depositary, with like effect as if originally named as CDI Depositary hereunder; butprovided, however, on the request of the Company or the successor trusteeCDI Depositary, such retiring Trustee CDI Depositary shall, upon payment of its chargesall amounts due and payable to it pursuant to Section 3.04 of the Deposit Agreement, execute and deliver an instrument transferring to such successor trustee CDI Depositary all the rights, powers, rights and trusts powers of the retiring Trustee CDI Depositary and shall duly assign, transfer and deliver to such successor trustee CDI Depositary all property property, records and money held by such retiring Trustee hereunderCDI Depositary hereunder and shall deliver each Global Security to the successor. (b) Upon request of any such successor trusteeCDI Depositary, the Company shall execute any and all instruments necessary for more fully and certainly vesting in and confirming to such successor trustee CDI Depositary all such rights, powers and trusts agencies referred to in paragraph (a) of this Section 9.12section. (c) No successor trustee CDI Depositary shall accept its appointment unless at the time of such acceptance such successor trustee CDI Depositary shall be qualified and eligible under this Article IX3 of the Deposit Agreement. (d) Upon acceptance of appointment by a any successor trustee CDI Depositary as provided in this Section 9.12section, the Company shall transmit give notice thereof to the Depositary in accordance with Section 4.02 of the succession Deposit Agreement. If the acceptance of such trustee hereunder appointment is substantially contemporaneous with the resignation of the CDI Depositary, the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 3.06 of the Deposit Agreement. If the Company fails to transmit give such notice within ten 15 days after acceptance of appointment by the successor trusteeCDI Depositary, the successor trustee CDI Depositary shall promptly cause such notice to be transmitted given at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment Every successor Trustee appointed hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trusteeTrustee, upon payment of amounts due it pursuant to Section 6.07, such retiring Trustee shallshall duly assign, upon payment of its charges, transfer and deliver to the successor Trustee all moneys and property at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, duties and trusts obligations of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) Trustee. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights, powers rights and trusts referred powers. No successor Trustee with respect to the Notes shall accept appointment as provided in paragraph (a) of this Section 9.12. (c) No successor trustee shall accept its appointment 6.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified and eligible to act as Trustee under this Article IX. (d) Article. Upon acceptance of appointment by a any successor trustee Trustee as provided in this Section 9.126.11, the Company shall transmit notice of the succession of such trustee hereunder by mailsuccessor, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company, shall give notice thereof to the Holders of the Notes, by mailing such notice to such Holders at their addresses as they shall appear on the Note Register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 6.10.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and 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; but, on the request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such suh retiring Trustee hereunder. (b) Upon request of any 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 paragraph (a) of this Section 9.12. (c) 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 IX. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to Indenture Trustee, the Debentures, every successor trustee Indenture Trustee so appointed shall execute, acknowledge and deliver to the Company Issuers and to the retiring Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and such successor trusteeIndenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Indenture Trustee; but, on the request of the Company Issuer Member or the successor trusteeIndenture Trustee, such retiring Indenture Trustee shall, upon payment of its chargesfees, execute and deliver an instrument transferring to such successor trustee Indenture Trustee all the rights, powers, powers and trusts of the retiring Trustee and Indenture Trustee, shall duly assign, transfer and deliver to such successor trustee Indenture Trustee all property and money held by such retiring Indenture Trustee hereunder. , and shall take such action as may be requested by the Issuer Member to provide for the appropriate interest in the Collateral Pool (bincluding, without limitation, the Mortgages) to be vested in such successor Indenture Trustee, but shall not be responsible for the recording of such documents and instruments as may be necessary to give effect to the foregoing. Upon request of any such successor trusteeIndenture Trustee, the Company Issuers shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Indenture Trustee all such rights, powers and trusts referred to in paragraph (a) of this Section 9.12. (c) Section. No successor trustee Indenture Trustee shall accept its appointment unless at the time of such acceptance such successor trustee Indenture Trustee shall be qualified and eligible under this Article IXArticle. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee Trustee with respect to the Debenturesall Securities, every such successor trustee Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor trusteeTrustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee Trustee all property and money held by such retiring Trustee hereunder. (b1) 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 Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights, powers and trusts referred to in paragraph (a) of this Section 9.12. (c) the first or second preceding paragraph, as the case may be. No successor trustee Trustee shall accept its appointment unless at the time of such acceptance such successor trustee Trustee shall be qualified and eligible under this Article IXArticle. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesTrustee, every such successor trustee Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor trusteeTrustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee Trustee all property and money held by such retiring Trustee hereunder. (b) . Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights, powers and trusts referred to in paragraph (a) of this Section 9.12. (c) the first or second preceding paragraph, as the case may be. No successor trustee Trustee shall accept its appointment unless at the time of such acceptance such successor trustee Trustee shall be qualified and eligible under this Article IX. (d) Upon acceptance Article. Notwithstanding replacement of appointment by a successor trustee as provided in the Trustee pursuant to this Section 9.12711, the Company Company’s and the Subsidiary Guarantors’ obligations under Section 707 hereof shall transmit notice continue for the benefit of the succession retiring Trustee. Section 712. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such trustee hereunder by mailcorporation shall be otherwise qualified and eligible under this Article, first class postage prepaidwithout the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Notes shall have been authenticated, to the Debentureholdersbut not delivered, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the Trustee then in office, any successor trusteeby merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor trustee shall cause Trustee had itself authenticated such notice to be transmitted at the expense of the CompanyNotes.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesGlobal Depositary, every such successor trustee Global Depositary so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee Global Depositary an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee Global Depositary shall become effective and such successor trusteeGlobal Depositary, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts agencies and duties of the retiring TrusteeGlobal Depositary, with like effect as if originally named as Global Depositary hereunder; but, on the request of the Company or the successor trusteeGlobal Depositary, such retiring Trustee Global Depositary shall, upon payment of its chargesall amounts due and payable to it pursuant to Section 3.06 hereof, execute and deliver an instrument transferring to such successor trustee Global Depositary all the rights, powers, rights and trusts powers of the retiring Trustee Global Depositary and shall duly assign, transfer and deliver to such successor trustee Global Depositary all property and money held by such retiring Trustee hereunderGlobal Depositary hereunder and shall deliver the Global Securities to the successor. (b) Upon request of any such successor trusteeGlobal Depositary, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Global Depositary all such rights, powers and trusts agencies referred to in paragraph (a) of this Section 9.12Section. (c) No successor trustee Global Depositary shall accept its appointment unless at the time of such acceptance such successor trustee Global Depositary shall be qualified and eligible under this Article IXArticle. (d) Upon acceptance of appointment by a any successor trustee Global Depositary as provided in this Section 9.12Section, the Company shall transmit give notice of the succession of such trustee hereunder by mail, first class postage prepaid, thereof to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.Depositary in accordance with Section 4.02

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesCDI Depositary, every such successor trustee CDI Depositary so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee CDI Depositary an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee CDI Depositary shall become effective and such successor trusteeCDI Depositary, without any further act, deed or conveyance, conveyance shall become vested with all the rights, powers, trusts agencies and duties of the retiring TrusteeCDI Depositary, with like effect as if originally named as CDI Depositary hereunder; butprovided, however, on the request of the Company or the successor trusteeCDI Depositary, such retiring Trustee CDI Depositary shall, upon payment of its chargesall amounts due and payable to it pursuant to Section 3.04 hereof, execute and deliver an instrument transferring to such successor trustee CDI Depositary all the rights, powers, rights and trusts powers of the retiring Trustee CDI Depositary and shall duly assign, transfer and deliver to such successor trustee CDI Depositary all property property, records and money held by such retiring Trustee hereunderCDI Depositary hereunder and shall deliver each Global Security to the successor. (b) Upon request of any such successor trusteeCDI Depositary, the Company shall execute any and all instruments necessary for more fully and certainly vesting in and confirming to such successor trustee CDI Depositary all such rights, powers and trusts agencies referred to in paragraph (a) of this Section 9.123.07. (c) No successor trustee CDI Depositary shall accept its appointment unless at the time of such acceptance such successor trustee CDI Depositary shall be qualified and eligible under this Article IXArticle. (d) Upon acceptance of appointment by a any successor trustee CDI Depositary as provided in this Section 9.123.07, the Company shall transmit give notice thereof to the Depositary in accordance with Section 4.02 hereof. If the acceptance of appointment is substantially contemporaneous with the resignation of the succession of such trustee hereunder CDI Depositary, the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 3.06 hereof. If the Company fails to transmit give such notice within ten 15 days after acceptance of appointment by the successor trusteeCDI Depositary, the successor trustee CDI Depositary shall promptly cause such notice to be transmitted given at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment Every successor Trustee appointed hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trustee, upon payment of its charges then unpaid, such retiring Trustee shall, upon payment of its charges, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all the such rights, powers, duties and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) obligations. 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 rightsrights and powers. Any Trustee ceasing to act shall, powers and trusts referred nevertheless, retain a prior claim upon all property or funds held or collected by such Trustee or such successor trustee to secure any amounts then due such Trustee pursuant to the provisions of Section 606. No successor Trustee with respect to the Securities shall accept appointment as provided in paragraph (a) of this Section 9.12. (c) No successor trustee shall accept its appointment 610 unless at the time of such acceptance such successor trustee shall be qualified eligible to act as trustee under the provisions of Trust Indenture Act Section 310(a) and eligible under this Article IX. (d) ARTICLE SIX and shall have a combined capital and surplus of at least $100,000,000. Upon acceptance of appointment by a any successor trustee Trustee as provided in this Section 9.12610, the Company shall transmit give notice thereof to the Holders of the succession Securities, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the acceptance of such trustee hereunder appointment is substantially contemporaneous with the resignation, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 609. If the Company fails to transmit give such notice within ten 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted given at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesTrustee, every such successor trustee Trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Holders of the Notes and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor trusteeTrustee, such retiring Trustee shall, upon payment of its chargesall amounts due and owed to it, execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee Trustee all property and money held by such retiring Trustee hereunder. (b) . 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 Sections 609 and 1601 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 613, the Company’s obligations under Sections 609 and 1601 hereof shall continue for the benefit of the retiring Trustee. Upon request of any such successor trusteeTrustee, the Company and the Guarantors shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights, powers and trusts referred to in paragraph (a) of this Section 9.12. (c) the first or second preceding paragraph, as the case may be. No successor trustee Trustee shall accept its appointment unless at the time of such acceptance such successor trustee Trustee shall be qualified and eligible under this Article IXArticle. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment Every successor -------------------------------------- Trustee appointed hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company Issuer and to the retiring Trustee an a written instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Issuer or the successor trusteeTrustee, such retiring Trustee shall, upon payment of its chargesall sums owing to the retiring Trustee hereunder and subject to the Lien provided for in Section 607 hereof, execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee Trustee all property and money held by such retiring Trustee hereunder. (b) . Upon request of any such successor trusteeTrustee, the Company Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights, powers and trusts referred trusts. Notwithstanding the replacement of the Trustee pursuant to in paragraph (a) of this Section 9.12. (c) 611, the Issuer's obligations under Section 607 hereof shall continue for the benefit of the retiring Trustee. No successor trustee Trustee shall accept its appointment unless at the time of such acceptance such successor trustee Trustee shall be qualified and eligible under this Article IXArticle. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesAgent, every such successor trustee Agent so appointed shall execute, acknowledge and deliver to the Company Company, the Guarantor and to the retiring Trustee Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee Agent shall become effective and such successor trusteeAgent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts agencies and duties of the retiring TrusteeAgent, with like effect as if originally named as Agent hereunder; but, on the request of the Company Company, the Guarantor or the successor trusteeAgent, such retiring Trustee Agent shall, upon payment of its chargesall amounts due and payable to it pursuant to ‎Section 6.07, execute and deliver an instrument transferring to such successor trustee Agent all the rights, powers, rights and trusts powers of the retiring Trustee Agent and shall duly assign, transfer and deliver to such successor trustee Agent all property and money held by such retiring Trustee Agent hereunder. Any retiring Agent shall, nonetheless, retain a prior claim upon all property or funds held or collected by such Agent to secure any amounts then due it pursuant to ‎Section 6.07. (b) Upon request of any such successor trusteeAgent, the Company and the Guarantor shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Agent all such rights, powers and trusts agencies referred to in paragraph (a‎(a) of this Section 9.12Section. (c) No successor trustee Agent shall accept its appointment unless at the time of such acceptance such successor trustee Agent shall be qualified and eligible under this Article IXArticle. (d) Upon acceptance of appointment by a any successor trustee Agent as provided in this Section 9.12Section, the Company shall transmit give notice thereof to the Holders of Units in accordance with ‎Section 11.06. If the acceptance of appointment is substantially contemporaneous with the resignation of the succession of such trustee hereunder Agent, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by ‎Section 6.09. If the Company fails to transmit give such notice within ten days after acceptance of appointment by the successor trusteeAgent, the successor trustee Agent shall cause such notice to be transmitted given at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment Every successor Trustee appointed hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company Issuer, the Co-Issuer, the Loan Obligation Manager, the CLO Servicer and to the retiring Trustee an instrument accepting such appointment. Upon delivery of the required instruments, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts trusts, duties and duties obligations of the retiring Trustee; but, on the request of the Company Issuer and the Co-Issuer or a Majority of the Controlling Class or the Loan Obligation Manager or the successor trusteeTrustee, such retiring Trustee shall, upon payment of its chargescharges then unpaid, execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, powers and trusts of the retiring Trustee Trustee, and shall duly assign, transfer and deliver to such successor trustee Trustee all property and money amounts held by such retiring Trustee hereunder. (b) , subject nevertheless to its lien, if any, provided for in Section 6.7(d). Upon request of any such successor trusteeTrustee, the Company Issuer and the Co-Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights, powers and trusts referred to in paragraph (a) of this Section 9.12. (c) trusts. No successor trustee Trustee shall accept its appointment unless (a) at the time of such acceptance such successor trustee shall be qualified and eligible under this Article IX. 6, (db) Upon acceptance of appointment by a such successor trustee as provided in this Section 9.12, shall have long term debt rated within the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment four highest rating categories by the successor trusteeRating Agency, and (c) the successor trustee shall cause such notice to be transmitted at the expense of the CompanyRating Agency Condition is satisfied.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesAgent, every such successor trustee Agent so appointed shall execute, acknowledge and deliver to the Company IndyMac Bancorp and to the retiring Trustee Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee Agent shall become effective and such successor trusteeAgent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts agencies and duties of the retiring TrusteeAgent; but, on the request of the Company IndyMac Bancorp or the successor trusteeAgent, such retiring Trustee Agent shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee Agent all the rights, powers, powers and trusts of the retiring Trustee Agent and shall duly assign, transfer and deliver to such successor trustee Agent all property and money held by such retiring Trustee Agent hereunder. If an instrument of acceptance by a successor Agent shall not have been delivered to the Agent within 30 days after the giving of such notice of removal, the Agent being removed may petition, at the expense of IndyMac Bancorp, any court of competent jurisdiction for the appointment of a successor Agent with respect to the Securities of such series. (b) Upon request of any such successor trusteeAgent, the Company IndyMac Bancorp shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Agent all such rights, powers and trusts agencies referred to in paragraph (a) of this Section 9.12Section. (c) No successor trustee Agent shall accept its appointment unless at the time of such acceptance such successor trustee Agent shall be qualified and eligible under this Article IXArticle. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesSecurities, every such successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and 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; but, on the request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its chargescharges and all other amounts payable to it hereunder, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder, subject to the lien provided for in Section 12.06(b). (b) 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 paragraph subsection (a) of this Section 9.12Section. (c) 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 IX12. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12Section, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the DebentureholdersSecurityholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesPurchase Contract Agent, every such successor trustee Purchase Contract Agent so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee Purchase Contract Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee Purchase Contract Agent shall become effective and such successor trusteePurchase Contract Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts agencies and duties of the retiring TrusteePurchase Contract Agent; but, on the request of the Company or the successor trusteePurchase Contract Agent, such retiring Trustee Purchase Contract Agent shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee Purchase Contract Agent all the rights, powers, powers and trusts of the retiring Trustee Purchase Contract Agent and shall duly assign, transfer and deliver to such successor trustee Purchase Contract Agent all property and money held by such retiring Trustee Purchase Contract Agent hereunder. (b) . Upon request of any such successor trusteePurchase Contract Agent, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Purchase Contract Agent all such rights, powers and trusts agencies referred to in paragraph clause (a) of this Section 9.12. (c) 7.10. No successor trustee Purchase Contract Agent shall accept its appointment unless at the time of such acceptance such successor trustee Purchase Contract Agent shall be qualified and eligible under this Article IX7. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesPurchase Contract Agent, every such successor trustee Purchase Contract Agent so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee Purchase Contract Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee Purchase Contract Agent shall become effective and such successor trusteePurchase Contract Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts agencies and duties of the retiring TrusteePurchase Contract Agent; but, on the request of the Company or the successor trusteePurchase Contract Agent, such retiring Trustee Purchase Contract Agent shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee Purchase Contract Agent all the rights, powers, powers and trusts of the retiring Trustee Purchase Contract Agent and shall duly assign, transfer and deliver to such successor trustee Purchase Contract Agent all property and money held by such retiring Trustee Purchase Contract Agent hereunder. (b) Upon request of any such successor trusteePurchase Contract Agent, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Purchase Contract Agent all such rights, powers and trusts agencies referred to in paragraph (a) of this Section 9.127.10(a). (c) No successor trustee Purchase Contract Agent shall accept its appointment unless at the time of such acceptance such successor trustee Purchase Contract Agent shall be qualified and eligible under this Article IX7. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a Every successor trustee with respect to the Debentures, every successor trustee so appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its chargescharges pursuant to Section 607 then unpaid, such retiring Trustee shall pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all the such rights, powers, duties and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) obligations. 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 rights and trusts referred to in paragraph (a) of this Section 9.12. (c) powers. No successor trustee with respect to the Securities shall accept its appointment as provided in this Section 611 unless at the time of such acceptance such successor trustee shall be qualified eligible to act as trustee under the provisions of Trust Indenture Act Section 310(a) and eligible under this Article IX. (d) Six and shall have a combined capital and surplus of at least $250,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 609. Upon acceptance of appointment by a any successor trustee as provided in this Section 9.12611, the Company shall transmit give notice thereof to the Holders of the succession Securities, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the acceptance of such trustee hereunder appointment is substantially contemporaneous with the appointment, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 610. If the Company fails to transmit give such notice within ten 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted given at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment Every successor Trustee appointed hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Guarantors and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trustee, such retiring Trustee shallTrustee, upon payment of its chargescharges pursuant to Section 607 then unpaid, such retiring Trustee shall pay over to the successor Trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee Trustee all the such rights, powers, duties and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) obligations. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights, powers rights and trusts referred powers. No successor Trustee with respect to the Securities shall accept appointment as provided in paragraph (a) of this Section 9.12. (c) No successor trustee shall accept its appointment 611 unless at the time of such acceptance such successor trustee Trustee shall be qualified eligible to act as trustee under the provisions of Trust Indenture Act Section 310(a) and eligible under this Article IX. (d) Six and shall have a combined capital and surplus of at least $250,000,000 and have a corporate trust office or an agent selected in accordance with Section 609. Upon acceptance of appointment by a any successor trustee Trustee as provided in this Section 9.12611, the Company shall transmit give notice thereof to the Holders of the succession Securities, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the acceptance of such trustee hereunder appointment is substantially contemporaneous with the appointment, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 610. If the Company fails to transmit give such notice within ten 10 days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be transmitted given at the expense of the Company. SECTION 612. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee (including the trust created by this Indenture) shall be the successor of the Trustee hereunder, provided that such corporation shall be eligible under Trust Indenture Act Section 310(a) and this Article Six and shall have a combined capital and surplus of at least $250,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 609, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver such Securities so authenticated; and, in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee; and in such cases such certificate shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided that the night to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Acceptance of Appointment by Successor. (a) In case of the appointment Every successor Trustee appointed hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trusteeTrustee, upon payment of amounts due to it pursuant to Section 6.07, such retiring Trustee shallshall duly assign, upon payment of its charges, transfer and 45 -42- deliver to the successor Trustee all moneys and property at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, duties and trusts obligations of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) Trustee. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rightsrights and powers. Any Trustee ceasing to act shall, powers and trusts referred nevertheless, retain a prior claim upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to the provisions of Section 6.07. No successor Trustee with respect to the Notes shall accept appointment as provided in paragraph (a) of this Section 9.12. (c) No successor trustee shall accept its appointment 6.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified and eligible to act as Trustee under this Article IX. (d) Article. Upon acceptance of appointment by a any successor trustee Trustee as provided in this Section 9.126.11, the Company successor shall transmit give notice thereof to the Holders of the succession Notes, by mailing such notice to such Holders at their addresses as they shall appear on the Note Register. If the acceptance of such trustee hereunder appointment is substantially contemporaneous with the resignation, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 6.10. If the Company fails to transmit give such notice within ten 10 days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be transmitted given at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to Trustee, the Debentures, every successor trustee so appointed Trustee shall execute, acknowledge and deliver to the Company Trust and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such the successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Depositor or the successor trusteeTrustee, such the retiring Trustee shall, upon payment of its chargesexpenses by the Depositor, execute and deliver an instrument transferring to such the successor trustee Trustee all the rights, powers, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such the successor trustee Trustee all property and money held by such the retiring Trustee hereunder, subject, nevertheless, to the retiring Trustee's prior lien provided for in Section 8.06. (b) In case of the appointment hereunder of a successor Trustee, the retiring Trustee and the successor Trustee shall execute and deliver an amendment hereto wherein the successor Trustee shall accept such appointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, the successor Trustee all the rights, powers, trusts and duties of the retiring Trustee. (c) Upon request of any successor trusteeTrustee, the Company retiring Trustee shall execute any and all instruments for more fully and certainly vesting in and confirming to such the successor trustee Trustee all such rights, powers and trusts referred to in paragraph (a) of this Section 9.12the first or second preceding paragraph, as the case may be. (cd) No successor trustee Trustee shall accept its appointment unless at the time of such acceptance such the successor trustee Trustee shall be qualified and eligible under this Article IXVIII. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; butprovided, however, that on the request of the Company or the successor trusteeTrustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee all the rights, powers, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee Trustee all property and money held by such retiring Trustee hereunder. (b) Upon request of any successor trusteeTrustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights, powers and trusts referred to in paragraph (a) of this Section 9.129.12(a). (c) No successor trustee Trustee shall accept its appointment unless at the time of such acceptance such successor trustee Trustee shall be qualified and eligible under this Article IX. (d) Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee Trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten (10) days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee Trustee with respect to the DebenturesSecurities, every such successor trustee Trustee so appointed shall execute, acknowledge and deliver to the Company Publishing and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee under this Indenture with respect to any such Series; but, nevertheless, on the written request of the Company Publishing or the successor trustee, such retiring Trustee shallTrustee, upon payment of its chargescharges then unpaid, such retiring Trustee shall pay over to the successor Trustee all moneys at the time held by it hereunder with respect to any such Series and shall execute and deliver an instrument transferring to such successor trustee Trustee all the such rights, powers, duties and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) obligations. Upon request of any such successor trusteeTrustee, the Company Publishing shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rightsrights and powers. Any Trustee ceasing to act shall, powers and trusts referred nevertheless, retain a prior claim upon all property or funds held or collected by such Trustee or such successor Trustee to secure any amounts then due such Trustee pursuant to the provisions of Section 6.07. No successor Trustee with respect to the Securities shall accept appointment as provided in paragraph (a) of this Section 9.12. (c) No successor trustee shall accept its appointment 6.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified eligible to act as Trustee under the provisions of Trust Indenture Act Section 310(a) and eligible under this Article IXVI and shall have a combined capital and surplus of at least $100,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 6.09 in the City of New York. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesPurchase Contract Agent, every such successor trustee Purchase Contract Agent so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee Purchase Contract Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee Purchase Contract Agent shall become effective and such successor trusteePurchase Contract Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts agencies and duties of the retiring TrusteePurchase Contract Agent; but, on the request of the Company or the successor trusteePurchase Contract Agent, such retiring Trustee Purchase Contract Agent shall, upon payment of its chargesamounts owed to it pursuant to Section 7.07, execute and deliver an instrument transferring to such successor trustee Purchase Contract Agent all the rights, powers, powers and trusts of the retiring Trustee Purchase Contract Agent and shall duly assign, transfer and deliver to such successor trustee Purchase Contract Agent all property and money held by such retiring Trustee Purchase Contract Agent hereunder. (b) Upon request of any such successor trusteePurchase Contract Agent, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Purchase Contract Agent all such rights, powers and trusts agencies referred to in paragraph (a) of this Section 9.127.10. (c) No successor trustee Purchase Contract Agent shall accept its appointment unless at the time of such acceptance such successor trustee Purchase Contract Agent shall be qualified and eligible under this Article IXArticle. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of Upon the appointment hereunder of a any successor trustee Trustee with respect to the Debenturesall Securities, every such successor trustee Trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company Company, the Guarantor or the such successor trusteeTrustee, such retiring Trustee shallTrustee, upon payment of its charges, shall execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, powers and trusts of the retiring Trustee and and, subject to Section 1003, shall duly assign, transfer and deliver to such successor trustee Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 606. (b) Upon request the appointment hereunder of any successor trusteeTrustee with respect to the Securities of one or more (but not all) series, the Company Company, the Guarantor, the retiring Trustee and such successor Trustee shall execute any and all instruments for more fully deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and certainly vesting in which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirming confirm to, and to vest in, such successor trustee Trustee all such rights, powers and trusts referred to in paragraph (a) of this Section 9.12. (c) 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 IX. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.the

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesSecurities, every such successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and 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; but, on the request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its chargescharges and all other amounts payable to it hereunder, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder, subject to the lien provided for in Section 9.06(b). (b) 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 paragraph (a) of this Section 9.12Section. (c) 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 IX9. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12Section, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the DebentureholdersSecurityholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and 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; but, on the request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) Upon request of any 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 paragraph (a) of this Section 9.12. (c) 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 IX. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the DebentureholdersDebenture holders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a Every successor trustee with respect to the Debentures, every successor trustee so appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its chargescharges pursuant to Section 607 then unpaid, such retiring Trustee shall pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all the such rights, powers, duties and trusts obligations. No retiring Trustee shall have any liability or responsibility for the action or inaction of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) trustee. 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 rights and trusts referred to in paragraph (a) of this Section 9.12. (c) powers. No successor trustee with respect to the Securities shall accept its appointment as provided in this Section 611 unless at the time of such acceptance such successor trustee shall be qualified and eligible to act as trustee under the provisions of this Article IX. (d) Six. Upon acceptance of appointment by a any successor trustee as provided in this Section 9.12611, the Company shall transmit give notice thereof to the Holders of the succession Securities, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the acceptance of such trustee hereunder appointment is substantially contemporaneous with the appointment, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 610. If the Company fails to transmit give such notice within ten 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted given at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment Every successor Trustee appointed hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trusteeTrustee, upon payment of any and all amounts due it pursuant to Section 6.07, such retiring Trustee shallshall duly assign, upon payment of its charges, transfer and deliver to the successor Trustee all moneys and property at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, duties and trusts obligations of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) Trustee. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rightsrights and powers. Any Trustee ceasing to act shall, powers and trusts referred nevertheless, retain a prior claim upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to the provisions of Section 6.07. No successor Trustee with respect to the Securities shall accept appointment as provided in paragraph (a) of this Section 9.12. (c) No successor trustee shall accept its appointment 6.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified and eligible to act as Trustee under this Article IX. (d) Article. Upon acceptance of appointment by a any successor trustee Trustee as provided in this Section 9.126.11, the Company successor shall transmit give notice thereof to the Holders of the succession Securities, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the acceptance of such trustee hereunder appointment is substantially contemporaneous with the resignation, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 6.10. If the Company fails to transmit give such notice within ten 10 days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be transmitted given at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment Every successor Trustee appointed hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trustee, upon payment of its charges then unpaid, such retiring Trustee shall, upon payment of its charges, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all the such rights, powers, duties and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) obligations. 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 rightsrights and powers. Any Trustee ceasing to act shall, powers and trusts referred nevertheless, retain a prior claim upon all property or funds held or collected by such Trustee or such successor trustee to secure any amounts then due such Trustee pursuant to the provisions of Section 606. No successor Trustee with respect to the Securities shall accept appointment as provided in paragraph (a) of this Section 9.12. (c) No successor trustee shall accept its appointment 610 unless at the time of such acceptance such successor trustee shall be qualified eligible to act as trustee under the provisions of Trust Indenture Act Section 310(a) and eligible under this Article IX. (d) Sixth and shall have a combined capital and surplus of at least $250,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 608. Upon acceptance of appointment by a any successor trustee Trustee as provided in this Section 9.12610, the Company shall transmit give notice thereof to the Holders of the succession of such trustee hereunder Securities, by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause mailing such notice to be transmitted such Holders at their addresses as they shall appear on the expense of the Company.Security

Acceptance of Appointment by Successor. (a) In case of the appointment Every successor Trustee appointed hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company Issuer and to the retiring Trustee an a written instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Issuer or the successor trusteeTrustee, such retiring Trustee shall, upon payment of its chargesall sums owing to the retiring Trustee hereunder and subject to the Lien provided for in Section 607 hereof, execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee Trustee all property and money held by such retiring Trustee hereunder. (b) . Upon request of any such successor trusteeTrustee, the Company Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights, powers and trusts referred trusts. Notwithstanding the replacement of the Trustee pursuant to in paragraph (a) of this Section 9.12. (c) 611, the Issuer's obligations under Section 607 hereof shall continue for the benefit of the retiring Trustee. No successor trustee Trustee shall accept its appointment unless at the time of such acceptance such successor trustee Trustee shall be qualified and eligible under this Article IXArticle. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee Trustee with respect to the Debenturesall Securities, every such successor trustee Trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company Company, the Guarantor or the successor trusteeTrustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim and lien provided for in Section 606. (ba) Upon request In case of any the appointment hereunder of a successor trusteeTrustee with respect to the Securities of one or more (but not all) series, the Company Company, the Guarantor, if applicable, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute any and all instruments for more fully deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and certainly vesting in and confirming to such successor trustee all such rights, powers and trusts referred to in paragraph (a) of this Section 9.12.which (c1) No successor trustee shall accept its appointment unless at the time of contain such acceptance such successor trustee provisions as shall be qualified necessary or desirable to transfer and eligible under this Article IX. (d) Upon acceptance of appointment by a confirm to, and to vest in, each successor trustee as provided in this Section 9.12, Trustee all the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.rights,

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and 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; but, on the request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) Upon request of any 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 paragraph (a) of this Section 9.129.11. (c) 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 IX. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.129.11, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a Every successor trustee with respect to the Debentures, every successor trustee so appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its chargescharges pursuant to Section 607 then unpaid, such retiring Trustee shall pay over to the successor trustee all moneys, Temporary Cash Investments and other property relating thereto at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all the such rights, powers, duties and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) obligations. 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 rights and trusts referred to in paragraph (a) of this Section 9.12. (c) powers. No successor trustee with respect to the Securities shall accept its appointment as provided in this Section 611 unless at the time of such acceptance such successor trustee shall be qualified eligible to act as trustee under the provisions of Trust Indenture Act Section 310(a) and eligible under this Article IX. (d) Six and shall have a combined capital and surplus of at least $100,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 609. Upon acceptance of appointment by a any successor trustee as provided in this Section 9.12611, the Company shall transmit give notice thereof to the Holders of the succession Securities, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the acceptance of such trustee hereunder appointment is substantially contemporaneous with the appointment, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 610. If the Company fails to transmit give such notice within ten 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted given at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment Every successor Trustee appointed hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trusteeTrustee, upon payment of amounts due it pursuant to Section 6.07, such retiring Trustee shallshall duly assign, upon payment of its charges, transfer and deliver to the successor Trustee all moneys and property at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, duties and trusts obligations of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) Trustee. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rightsrights and powers. Any Trustee ceasing to act shall, powers and trusts referred nevertheless, retain a prior claim upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to the provisions of Section 6.07. No successor Trustee with respect to the Securities shall accept appointment as provided in paragraph (a) of this Section 9.12. (c) No successor trustee shall accept its appointment 6.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified and eligible to act as Trustee under this Article IX. (d) Article. Upon acceptance of appointment by a any successor trustee Trustee as provided in this Section 9.126.11, the Company successor shall transmit give notice thereof to the Holders of the succession Securities, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the acceptance of such trustee hereunder appointment is substantially contemporaneous with the resignation, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 6.10. If the Company fails to transmit give such notice within ten 10 days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be transmitted given at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesStock Purchase Contract Agent, every such successor trustee Stock Purchase Contract Agent so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee Stock Purchase Contract Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee Stock Purchase Contract Agent shall become effective and such successor trusteeStock Purchase Contract Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts agencies and duties of the retiring TrusteeStock Purchase Contract Agent; but, on the request of the Company or the successor trusteeStock Purchase Contract Agent, such retiring Trustee Stock Purchase Contract Agent shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee Stock Purchase Contract Agent all the rights, powers, powers and trusts of the retiring Trustee Stock Purchase Contract Agent and shall duly assign, transfer and deliver to such successor trustee Stock Purchase Contract Agent all property and money held by such retiring Trustee Stock Purchase Contract Agent hereunder. (b) Upon request of any such successor trusteeStock Purchase Contract Agent, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Stock Purchase Contract Agent all such rights, powers and trusts agencies referred to in paragraph (a) of this Section 9.128.10(a). (c) No successor trustee Stock Purchase Contract Agent shall accept its appointment unless at the time of such acceptance such successor trustee Stock Purchase Contract Agent shall be qualified and eligible under this Article IXVIII. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and 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; but, on the request of the Company or the successor trustee, such retiring Trustee shall, upon payment in full to it of its chargesall amounts it is entitled to under this Indenture, including Section 9.7 hereof, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) Upon request of any 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 paragraph (a) of this Section 9.12. (c) 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 IX. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment Every successor Pass Through Trustee appointed hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Lessors and to the retiring Pass Through Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Pass Through Trustee shall become effective and such successor trusteePass Through Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Pass Through Trustee; but, on the request of the Company (or during the continuance of a Lease Event of Default, the applicable Lessor) or the successor trusteePass Through Trustee, such retiring Pass Through Trustee shall, upon payment of its charges, shall execute and deliver an instrument transferring to such successor trustee Pass Through Trustee all the rights, powers, powers and trusts of the retiring Pass Through Trustee and shall duly assign, transfer and deliver to such successor trustee Pass Through Trustee all property and money held by such retiring Pass Through Trustee hereunder. (b) , subject nevertheless to its lien, if any, provided for in Section 7.07. Upon request of any such successor trusteePass Through Trustee, the Company Company, the retiring Pass Through Trustee and such successor Pass Through Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in and confirming to in, such successor trustee Pass Through Trustee all such rights, powers and trusts referred to in paragraph (a) of this Section 9.12. (c) trusts. No successor trustee Pass Through Trustee shall accept its appointment unless at the time of such acceptance such successor trustee Pass Through Trustee shall be qualified and eligible under this Article IXVII. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a Every successor trustee with respect to the Debentures, every successor trustee so appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its chargescharges pursuant to Section 6.7 then unpaid, such retiring Trustee shall pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all the such rights, powers, duties and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) obligations. 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 rights and trusts referred to in paragraph (a) of this Section 9.12. (c) powers. No successor trustee with respect to the Notes shall accept its appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified eligible to act as trustee under the provisions of Trust Indenture Act Section 310(a) and eligible under this Article IX. (d) VI and shall have a combined capital and surplus of at least $100,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 6.9. Upon acceptance of appointment by a any successor trustee as provided in this Section 9.126.11, the Company shall transmit give notice thereof to the Holders of the succession Notes, by mailing such notice to such Holders at their addresses as they shall appear on the Note Register. If the acceptance of such trustee hereunder appointment is substantially contemporaneous with the appointment, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 6.10. If the Company fails to transmit give such notice within ten 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted given at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesTrustee, every such successor trustee Trustee so appointed shall execute, acknowledge and deliver to the Company Issuer and the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee with respect to all or any applicable series shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties with respect to such series of the retiring Trustee; but, on the request of the Company Issuer, the Guarantor, or the successor trusteeTrustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee Trustee all property and money held by such retiring Trustee hereunder. (b) . Upon request of any such successor trusteeTrustee, the Company Issuer and the Guarantor shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights, powers and trusts referred to in paragraph (a) of this Section 9.12. (c) the first or second preceding paragraph, as the case may be. No successor trustee Trustee shall accept its appointment unless at the time of such acceptance such successor trustee Trustee shall be qualified and eligible under this Article IXArticle. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee Trustee with respect to the DebenturesNotes, every successor trustee so appointed shall executethe Company, acknowledge and deliver to the Company and to the retiring Trustee and each successor Trustee with respect to the Notes shall execute and deliver an instrument accepting indenture supplemental hereto wherein each successor Trustee shall accept such appointmentappointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and thereupon to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Notes to which the appointment of such successor Trustee relates; and upon the execution and delivery of such supplemental indenture to resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee with respect to the Notes; but, on the request of the Company or the any successor trusteeTrustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee Trustee all property and money held by such retiring Trustee hereunderhereunder with respect to the Notes. (b) Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights, powers and trusts referred to in paragraph (a) of this Section 9.127.09. (c) No successor trustee Trustee shall accept its appointment unless at the time of such acceptance such successor trustee Trustee shall be qualified and eligible under this Article IX7. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesTrustee, every such successor trustee so appointed Trustee shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment. Thereupon, and thereupon the resignation or removal of the retiring Trustee shall become effective effective, and such the successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts powers and duties of the retiring Trustee; but, on the request of the Company or the successor trusteeTrustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee Trustee all property and money held by such retiring Trustee hereunder. (b) Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such the successor trustee Trustee all such rights, powers and trusts referred to in paragraph (a) of this Section 9.127.11. (c) No successor trustee Trustee shall accept its appointment unless at the time of such acceptance such successor trustee Trustee shall be qualified and eligible under this Article IXthe Trust Indenture Act. (d) Upon acceptance The Company shall give notice of each resignation and each removal of the Trustee and each appointment by of a successor trustee as Trustee in the manner provided for notices to the Holders of Securities in this Section 9.12, 10.2 hereof. Each notice shall include the Company shall transmit notice name of the succession successor Trustee and the address of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Companyits Corporate Trust Office.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesAgent, every such successor trustee Agent so appointed shall execute, acknowledge and deliver to the Company Corporation and to the retiring Trustee Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee Agent shall become effective and such successor trusteeAgent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts agencies and duties of the retiring TrusteeAgent, with like effect as if originally named as Agent hereunder; but, on the request of the Company Corporation or the successor trusteeAgent, such retiring Trustee Agent shall, upon payment of its chargesall amounts due and payable to it pursuant to Section 6.07, execute and deliver an instrument transferring to such successor trustee Agent all the rights, powers, rights and trusts powers of the retiring Trustee Agent and shall duly assign, transfer and deliver to such successor trustee Agent all property and money held by such retiring Trustee Agent hereunder. Any retiring Agent shall, nonetheless, retain a prior claim upon all property or funds held or collected by such Agent to secure any amounts then due it pursuant to Section 6.07. (b) Upon request of any such successor trusteeAgent, the Company Corporation shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Agent all such rights, powers and trusts agencies referred to in paragraph (a) of this Section 9.12Section. (c) No successor trustee Agent shall accept its appointment unless at the time of such acceptance such successor trustee Agent shall be qualified and eligible under this Article IXArticle. (d) Upon acceptance of appointment by a any successor trustee Agent as provided in this Section 9.12Section, the Company Corporation shall transmit give notice of the succession of such trustee hereunder by mail, first class postage prepaid, thereof to the Debentureholders, as their names and addresses appear upon the Debenture RegisterHolders of Units in accordance with Section 11.06. If the Company acceptance of appointment is substantially contemporaneous with the resignation of the Agent, then the notice called for by the preceding sentence may be combined with the notice called for by Section 6.09. If the Corporation fails to transmit give such notice within ten days after acceptance of appointment by the successor trusteeAgent, the successor trustee Agent shall cause such notice to be transmitted given at the expense of the CompanyCorporation.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesSecurities, every such successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and 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; but, on the request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its chargescharges and all other amounts payable to it hereunder, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) 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 paragraph (a) of this Section 9.12Section. (c) 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 IX12. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12Section, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the DebentureholdersSecurityholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesTrustee, every such successor trustee Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor trusteeTrustee, such retiring Trustee shall, upon payment of its chargescharges pursuant to Section 6.07, execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee Trustee all property and money held by such retiring Trustee hereunder. (b) Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights, powers and trusts referred to in paragraph (a) of this Section 9.12Section. (c) No successor trustee Trustee shall accept its appointment unless at the time of such acceptance such successor trustee Trustee shall be qualified and eligible under this Article IXArticle. (d) Upon acceptance of appointment by a successor trustee Trustee as provided in this Section 9.12Section, the Company shall transmit mail notice of the succession of such trustee Trustee hereunder by mail, first class postage prepaid, to the Debentureholders, Holders of the Securities as their names and addresses appear upon on the Debenture Security Register. If the Company fails to transmit mail such notice within ten 10 days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be transmitted mailed at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment Every successor Trustee appointed hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company Company, the Guarantors and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company Company, the Guarantors or the successor trusteeTrustee, upon payment of amounts due it pursuant to Section 6.07, such retiring Trustee shallshall duly assign, upon payment of its charges, transfer and deliver to the successor Trustee all moneys and property at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, duties and trusts obligations of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) Trustee. Upon request of any such successor trusteeTrustee, the Company and the Guarantors shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights, powers rights and trusts referred powers. No successor Trustee with respect to the Notes shall accept appointment as provided in paragraph (a) of this Section 9.12. (c) No successor trustee shall accept its appointment 6.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified and eligible to act as Trustee under this Article IX. (d) Article. Upon acceptance of appointment by a any successor trustee Trustee as provided in this Section 9.126.11, the Company and the Guarantors shall transmit give notice thereof to the Holders of the succession of Notes, by mailing such trustee hereunder by mail, first class postage prepaid, notice to such Holders at their addresses as they shall appear on the Debentureholders, as their names and addresses appear upon the Debenture Note Register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 6.10(f). If the Company fails or the Guarantors fail to transmit give such notice within ten 10 days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be transmitted given at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee Trustee with respect to the DebenturesSecurities, every such successor trustee Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee under this Indenture; but, nevertheless, on the written request of the Company or the successor trustee, such retiring Trustee shallTrustee, upon payment of its chargescharges then unpaid, such retiring Trustee shall pay over to the successor Trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee Trustee all the such rights, powers, duties and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) obligations. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rightsrights and powers. Any Trustee ceasing to act shall, powers and trusts referred nevertheless, retain a prior claim upon all property or funds held or collected by such Trustee or such successor Trustee to secure any amounts then due such Trustee pursuant to the provisions of Section 507. No successor Trustee with respect to the Securities shall accept appointment as provided in paragraph (a) of this Section 9.12. (c) No successor trustee shall accept its appointment 511 unless at the time of such acceptance such successor trustee Trustee shall be qualified eligible to act as Trustee under the provisions of Trust Indenture Act Section 310(a) and eligible under this Article IX. (d) Five and shall have a combined capital and surplus of at least $100,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 509 in The City of New York. Upon acceptance of appointment by a any successor trustee Trustee as provided in this Section 9.12511, the Company shall transmit give notice thereof to the Holders of the succession Securities, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the acceptance of such trustee hereunder appointment is substantially contemporaneous with the resignation, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 510. If the Company fails to transmit give such notice within ten 10 days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be transmitted given at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesSecurities, every such successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and 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; but, on the request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its chargescharges and all other amounts payable to it hereunder, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder, subject to the lien provided for in Section 9.06(b). (b) 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 paragraph (a) of this Section 9.129.11. (c) 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 IX9. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12Section, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the DebentureholdersHolders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten calendar days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesTrustee, every such successor trustee Trustee so appointed shall execute, acknowledge and deliver to the Company (or Select Medical Escrow prior to the Select Medical Escrow Merger) and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company (or Select Medical Escrow prior to the Select Medical Escrow Merger) or the successor trusteeTrustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee Trustee all property and money held by such retiring Trustee hereunder. (b) . Notwithstanding the replacement of the Trustee pursuant to this Section 711, the Company's obligations under Section 707 shall continue for the benefit of the retiring Trustee with regard to expenses and liabilities incurred by it and compensation earned by it prior to such replacement or otherwise under the Indenture. Upon request of any such successor trusteeTrustee, the Company (or Select Medical Escrow prior to the Select Medical Escrow Merger) shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights, powers and trusts referred to in paragraph (a) of this Section 9.12. (c) above. 104 No successor trustee Trustee shall accept its appointment unless at the time of such acceptance such successor trustee Trustee shall be qualified and eligible under this Article IX7. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a Every successor trustee with respect to the Debentures, every successor trustee so appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its chargescharges pursuant to Section 607 then unpaid, such retiring Trustee shall pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all the such rights, powers, duties and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) obligations. 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 rights and trusts referred to in paragraph (a) of this Section 9.12. (c) powers. No successor trustee with respect to the Securities shall accept its appointment as provided in this Section 611 unless at the time of such acceptance such successor trustee shall be qualified eligible to act as trustee under the provisions of Trust Indenture Act Section 310(a) and eligible under this Article IX. (d) Six and shall have a combined capital and surplus of at least $250,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 609. Upon acceptance of appointment by a any successor trustee as provided in this Section 9.12611, the Company shall transmit give notice thereof to the Holders of the succession Securities, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the acceptance of such trustee hereunder appointment is substantially contemporaneous with the appointment, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 610. If the Company fails to transmit give such notice within ten 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted given at the expense of the Company. SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee (including the trust created by this Indenture) shall be the successor of the Trustee hereunder, PROVIDED that such corporation shall be eligible under Trust Indenture Act Section 310(a) and this Article Six and shall have a combined capital and surplus of at least $250,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 609, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver such Securities so authenticated; and, in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor trustee; and in all such cases such certificate shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; PROVIDED that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesStock Purchase Contract Agent, every such successor trustee Stock Purchase Contract Agent so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee Stock Purchase Contract Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee Stock Purchase Contract Agent shall become effective and such successor trusteeStock Purchase Contract Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts agencies and duties of the retiring TrusteeStock Purchase Contract Agent; but, on the request of the Company or the successor trusteeStock Purchase Contract Agent, such retiring Trustee Stock Purchase Contract Agent shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee Stock Purchase Contract Agent all the rights, powers, powers and trusts of the retiring Trustee Stock Purchase Contract Agent and shall duly assign, transfer and deliver to such successor trustee Stock Purchase Contract Agent all property and money held by such retiring Trustee Stock Purchase Contract Agent hereunder. (b) Upon request of any such successor trusteeStock Purchase Contract Agent, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Stock Purchase Contract Agent all such rights, powers and trusts agencies referred to in paragraph subsection (a) of this Section 9.12Section. (c) No successor trustee Stock Purchase Contract Agent shall accept its appointment unless at the time of such acceptance such successor trustee Stock Purchase Contract Agent shall be qualified and eligible under this Article IXVII. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesAgent, every such successor trustee Agent so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee Agent shall become effective and such successor trusteeAgent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts agencies and duties of the retiring TrusteeAgent, with like effect as if originally named as Agent hereunder; but, on the request of the Company or the successor trusteeAgent, such retiring Trustee Agent shall, upon payment of its chargesall amounts due and payable to it pursuant to Section 5.05, execute and deliver an instrument transferring to such successor trustee Agent all the rights, powers, rights and trusts powers of the retiring Trustee Agent and shall duly assign, transfer and deliver to such successor trustee Agent all property and money held by such retiring Trustee Agent hereunder. Any retiring Agent shall, nonetheless, retain a prior claim upon all property or funds held or collected by such Agent to secure any amounts then due it pursuant to Section 5.05. (b) Upon request of any such successor trusteeAgent, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Agent all such rights, powers and trusts agencies referred to in paragraph (a) of this Section 9.12Section. (c) No successor trustee Agent shall accept its appointment unless at the time of such acceptance such successor trustee Agent shall be qualified and eligible under this Article IXArticle. (d) Upon acceptance of appointment by a any successor trustee Agent as provided in this Section 9.12Section, the Company shall transmit give notice thereof to the Holders of Units in accordance with Section 7.07. If the acceptance of appointment is substantially contemporaneous with the resignation of the succession of such trustee hereunder Agent, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 5.07. If the Company fails to transmit give such notice within ten days after acceptance of appointment by the successor trusteeAgent, the successor trustee Agent shall cause such notice to be transmitted given at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment Every successor Trustee appointed hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company Holdings and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company Holdings or the successor trusteeTrustee, upon payment of amounts due to it pursuant to Section 6.07, such retiring Trustee shallshall duly assign, upon payment of its charges, transfer and deliver to the successor Trustee all moneys and property at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, duties and trusts obligations of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) Trustee. Upon request of any such successor trusteeTrustee, the Company Holdings shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rightsrights and powers. Any Trustee ceasing to act shall, powers and trusts referred nevertheless, retain a prior claim upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to the provisions of Section 6.07. No successor Trustee with respect to the Notes shall accept appointment as provided in paragraph (a) of this Section 9.12. (c) No successor trustee shall accept its appointment 6.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified and eligible to act as Trustee under this Article IXArticle. (d) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesAgent, every such successor trustee Agent so appointed shall execute, acknowledge and deliver to MS plc and the Company Corporation and to the retiring Trustee Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee Agent shall become effective and such successor trusteeAgent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts agencies and duties of the retiring TrusteeAgent, with like effect as if originally named as Agent hereunder; but, on the request of MS plc, the Company Corporation or the successor trusteeAgent, such retiring Trustee Agent shall, upon payment of its chargesall amounts due and payable to it pursuant to Section 607, execute and deliver an instrument transferring to such successor trustee Agent all the rights, powers, rights and trusts powers of the retiring Trustee Agent and shall duly assign, transfer and deliver to such successor trustee Agent all property and money held by such retiring Trustee Agent hereunder. Any retiring Agent shall, nonetheless, retain a prior claim upon all property or funds held or collected by such Agent to secure any amounts then due it pursuant to Section 607. (b) Upon request of any such successor trusteeAgent, MS plc and the Company Corporation shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Agent all such rights, powers and trusts agencies referred to in paragraph (a) of this Section 9.12Section. (c) No successor trustee Agent shall accept its appointment unless at the time of such acceptance such successor trustee Agent shall be qualified and eligible under this Article IXArticle. (d) Upon acceptance of appointment by a any successor trustee Agent as provided in this Section 9.12Section, MS plc and the Company Corporation shall transmit give notice of the succession of such trustee hereunder by mail, first class postage prepaid, thereof to the Debentureholders, as their names and addresses appear upon the Debenture RegisterHolders of Capital Units in accordance with Section 1306. If the Company fails acceptance of appointment is substantially contemporaneous with the resignation of the Agent, then the notice called for by the preceding sentence may be combined with the notice called for by Section 609. If MS plc and the Corporation fail to transmit give such notice within ten days after acceptance of appointment by the successor trusteeAgent, the successor trustee Agent shall cause such notice to be transmitted given at the expense of MS plc and the Company.Corporation. Section 611. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Agent shall be a party, or any corporation succeeding to all or substantially all the agency business of the Agent, shall be the successor of the Agent hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation shall be otherwise eligible under this

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a Every successor trustee with respect to the Debentures, every successor trustee so appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trustee, upon payment of its charges then unpaid, such retiring Trustee shall, upon payment of its charges, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all the such rights, powers, duties and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) obligations. 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 rightsrights and powers. Any Trustee ceasing to act shall, powers and trusts referred nevertheless, retain a prior claim upon all property or funds held or collected by such Trustee or such successor trustee to in paragraph secure any amounts then due such Trustee pursuant to the provisions of Section 6.06. (a) of this Section 9.12. (c) 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 IX. (d) Sixth and shall have a combined capital and surplus of at least $50,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 6.08. Upon acceptance of appointment by a any successor trustee as provided in this Section 9.126.10, the Company shall transmit give notice thereof to the Holders of the succession Securities, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the acceptance of such trustee hereunder appointment is substantially contemporaneous with the resignation, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 6.09. If the Company fails to transmit give such notice within ten 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted given at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment Every successor Trustee appointed hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trusteeTrustee, upon payment of amounts due it pursuant to Section 6.07, such retiring Trustee shallshall duly assign, upon payment of its charges, transfer and deliver to the successor Trustee all moneys and property at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, duties and trusts obligations of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) Trustee. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rightsrights and powers. Any Trustee ceasing to act shall, powers and trusts referred nevertheless, retain a prior claim upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to the provisions of Section 6.07. 73 -66- No successor Trustee with respect to the Securities shall accept appointment as provided in paragraph (a) of this Section 9.12. (c) No successor trustee shall accept its appointment 6.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified and eligible to act as Trustee under this Article IX. (d) Article. Upon acceptance of appointment by a any successor trustee Trustee as provided in this Section 9.126.11, the Company successor shall transmit give notice thereof to the Holders of the succession Securities, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the acceptance of such trustee hereunder appointment is substantially contemporaneous with the resignation, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 6.10. If the Company fails to transmit give such notice within ten 10 days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be transmitted given at the expense of the Company.

Acceptance of Appointment by Successor. (a) In case of the appointment Every --------------------------------------- successor Trustee appointed hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor trusteeTrustee, such retiring Trustee shall, upon payment of its chargescharges pursuant to Section 6.07, execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee Trustee all property and money held by such retiring Trustee hereunder. (b) . Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rights, powers and trusts referred trusts. Any retiring trustee shall, nevertheless, retain a lien on all property or funds held or collected by such trustee to secure any amounts then due pursuant to the provisions of Section 6.07. Upon acceptance of appointment by a successor Trustee as provided in paragraph (a) this Section, the Company shall cause such successor Trustee to mail notice of this Section 9.12. (c) succession of such Trustee hereunder to all Holders of Debentures as the names and addresses of such Holders appear on the Debenture Register. No successor trustee Trustee shall accept its appointment unless at the time of such acceptance such successor trustee Trustee shall be qualified and eligible under this Article IX. (dand qualified under Section 3.10(b) Upon acceptance of appointment by a successor trustee as provided in this Section 9.12, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the CompanyTrust Indenture Act.

Acceptance of Appointment by Successor. (a) In case of the appointment Every successor Trustee appointed hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trusteeTrustee, upon payment of any and all amounts due it pursuant to Section 6.07, such retiring Trustee shallshall duly assign, upon payment of its charges, transfer and deliver to the successor Trustee all moneys and property at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, duties and trusts obligations of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. (b) Trustee. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rightsrights and powers. Any Trustee ceasing to act shall, powers and trusts referred nevertheless, retain a prior claim upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to the provisions of Section 6.07. No successor Trustee with respect to the Securities shall accept appointment as provided in paragraph (a) of this Section 9.12. (c) No successor trustee shall accept its appointment 6.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified and eligible to act as Trustee under this Article IX. (d) Article. Upon acceptance of appointment by a any successor trustee Trustee as provided in this Section 9.126.11, the Company successor shall transmit give notice thereof to the Holders of the succession Securities, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register. If the acceptance of such trustee hereunder appointment is substantially contemporaneous with the resignation, then the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 6.10. If the Company fails to transmit give such notice within ten 10 days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be transmitted given at the expense of the Company. Section 6.12. Merger, Conversion, Amalgamation, Consolidation or Succession to Business Any corporation into which the Trustee may be merged or converted or with which it may be consolidated or amalgamated, or any corporation resulting from any merger, conversion, amalgamation or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided such corporation shall be eligible under this Article to serve as Trustee hereunder. In case at the time such successor to the Trustee under this Section 6.12 shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver such Securities so authenticated; and, in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee under this Section 6.12 may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificate shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have been authenticated.

Acceptance of Appointment by Successor. (a) In case of the appointment Every successor Trustee appointed hereunder of a successor trustee with respect to the Debentures, every successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring TrusteeTrustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor trusteeTrustee, upon payment of amounts due it pursuant to Section 6.07, such retiring Trustee shallshall duly assign, upon payment of its charges, transfer and deliver to the successor Trustee all moneys and property at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee Trustee all the rights, powers, duties and trusts obligations of the retiring Trustee and shall duly assignTrustee, transfer and deliver subject to such successor trustee all property and money held by such retiring Trustee hereunder. (b) the lien provided for in Section 6.07. Upon request of any such successor trusteeTrustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee Trustee all such rightsrights and powers. Any Trustee ceasing to act shall, powers and trusts referred nevertheless, retain a prior claim upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to the provisions of Section 6.07. No successor Trustee with respect to the Securities shall accept appointment as provided in paragraph (a) of this Section 9.12. (c) No successor trustee shall accept its appointment 6.11 unless at the time of such acceptance such successor trustee Trustee shall be qualified and eligible to act as Trustee under this Article IX. (d) Article. Upon acceptance of appointment by a any successor trustee Trustee as provided in this Section 9.126.11, the Company successor shall transmit give notice thereof to the Holders of the succession of Securities, by mailing such trustee hereunder by mail, first class postage prepaid, notice to such Holders at their addresses as they shall appear on the Debentureholders, as their names and addresses appear upon the Debenture Security Register. If the Company fails to transmit such notice within ten days after acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the successor trustee, preceding sentence may be combined with the successor trustee shall cause such notice to be transmitted at the expense of the Companycalled for by Section 6.10(f).

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor trustee with respect to the DebenturesCDI Depositary, every such successor trustee CDI Depositary so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee CDI Depositary an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee CDI Depositary shall become effective and such successor trusteeCDI Depositary, without any further act, deed or conveyance, conveyance‌ shall become vested with all the rights, powers, trusts agencies and duties of the retiring TrusteeCDI Depositary, with like effect as if originally named as CDI Depositary hereunder; butprovided, however, on the request of the Company or the successor trusteeCDI Depositary, such retiring Trustee CDI Depositary shall, upon payment of its chargesall amounts due and payable to it pursuant to Section 3.05 and Section 3.07 hereof, execute and deliver an instrument transferring to such successor trustee CDI Depositary all the rights, powers, rights and trusts powers of the retiring Trustee CDI Depositary and shall duly assign, transfer and deliver to such successor trustee CDI Depositary all property property, records and money held by such retiring Trustee hereunderCDI Depositary hereunder and shall deliver each Series of Notes to the successor. In the case of the appointment hereunder of any other successor Agent, the provisions of this Section 3.08(a) shall apply mutatis mutandis to such other Agent. (b) Upon request of any such successor trusteeCDI Depositary or other Agent, the Company shall execute any and all instruments necessary for more fully and certainly vesting in and confirming to such successor trustee CDI Depositary or Agent all such rights, powers and trusts agencies referred to in paragraph (a) of this Section 9.123.08. (c) No successor trustee Agent shall accept its appointment unless at the time of such acceptance such successor trustee Agent shall be qualified and eligible under this Article IXArticle. (d) Upon acceptance of appointment by a any successor trustee CDI Depositary or other Agent as provided in this Section 9.123.08, the Company shall transmit give notice thereof to the Depositary in accordance with Section 4.03 hereof. If the acceptance of appointment is substantially contemporaneous with the resignation of the succession of such trustee hereunder CDI Depositary or other Agent, the notice called for by mail, first class postage prepaid, to the Debentureholders, as their names and addresses appear upon preceding sentence may be combined with the Debenture Registernotice called for by Section 3.07 hereof. If the Company fails to transmit give such notice within ten 15 days after acceptance of appointment by the successor trusteeCDI Depositary or other Agent, the successor trustee CDI Depositary or other Agent shall promptly cause such notice to be transmitted given at the expense of the Company.