Common use of Resignation and Removal of Trustee; Appointment of Successor Clause in Contracts

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series for at least six months may, on such Person's behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the Company. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.

Resignation and Removal of Trustee; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 8.9 of this Indenture. (b) The Trustee, or any trustee or trustees hereafter appointed, Trustee may resign at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation thereof to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation other parties to the Holders thereof, Financing Documents. If an instrument of acceptance by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument Trustee shall be not have been delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 thirty (30) days after the mailing giving of such notice of resignation, the resigning trustee Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeTrustee. (bc) In case The Trustee may be removed at any time any by the Owners of a majority in aggregate principal amount of the following shall occur:Outstanding Bonds, or so long as no Event of Default or no event which with the passage of time or the giving of notice or both would constitute an Event of Default is then in existence, by the Company, in either case by an instrument in writing delivered to the parties to the Financing Documents not less than fifteen (15) days prior to the intended effective date of the removal. (1d) the Trustee shall fail to comply with the provisions of subsection If at any time: (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2i) the Trustee shall cease to be eligible in accordance with the provisions under Section 8.7 of Section 7.09 this Indenture or under applicable law and shall fail to resign after written request therefor as a result thereof by the Company any party to a Financing Document or by any such Subordinated Securityholder; or a Registered Owner who has been a bona fide Owner for at least six (36) months, or (ii) the Trustee shall become incapable of acting, acting or shall be adjudged a bankrupt or insolvent, insolvent or a receiver of the Trustee or of its property shall be appointed, appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, (x) the Company or the Issuer may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer of the CompanyTrustee, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, or (y) any Subordinated Securityholder Registered Owner who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series Owner for at least six (6) months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee Trustee. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer, with respect to such series. Such court may thereupon, after such noticethe prior consent of the Company, if any, as it may deem proper and prescribe, remove the Trustee and shall promptly appoint a successor trustee. Trustee. If, within sixty (c60) The Holders days after such resignation, removal or incapability, or the occurrence of such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by the Owners of a majority in aggregate principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove Bonds and notice of acceptance of such appointment is delivered to the parties to the Financing Documents, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and appoint a supersede the successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or Trustee appointed by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Issuer. The Trustee so removed, shall assign all its interests hereunder to the successor trustee Trustee. If no successor Trustee shall have been so appointed by the Issuer or the Registered Owners and to accepted appointment in the Companymanner hereinafter provided, any Registered Owner who has been a bona fide Registered Owner for at least six (6) months may, on behalf of himself and all other Owners similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (df) Any The Issuer, at the expense of the Company, shall give prompt notice of each resignation or and each removal of the Trustee and any each appointment of a successor trustee pursuant Trustee by mailing written notice of such event to any the Registered Owners and to the parties to the Financing Documents. Each notice shall include the name of the provisions successor Trustee and the address of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11its corporate trust operations office.

Resignation and Removal of Trustee; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article 7 shall become effective until the acceptance of appointment by the successor Trustee under Section 7.11. (b) The Trustee, or any trustee or trustees hereafter appointed, Trustee may resign at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation thereof to the Company and (i) if any Unregistered Subordinated Securities Company. If an instrument of acceptance by a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who successor Trustee shall not have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished been delivered to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing giving of such notice of resignation, the resigning trustee Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or Trustee. (c) The Trustee may be removed at any Subordinated Securityholder who has been a bona fide Holder time by act of the holders of a Subordinated Security or Subordinated Securities majority in principal amount of the applicable series for at least six months mayoutstanding Notes, subject delivered to the provisions Trustee and the Company. If an instrument of Section 5.12acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, on behalf of himself and all others similarly situated, the Trustee being removed may petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trusteesuccessor. (bd) In case If at any time any of the following shall occurtime: (1i) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder Noteholder who has been a bona fide Holder holder of a Subordinated Security or Subordinated Securities of the applicable series Note for at least six months; , or (2ii) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; Noteholder, or (3iii) the Trustee shall become incapable of acting, acting or shall be adjudged a bankrupt or insolvent, insolvent or a receiver of the Trustee or of its property shall be appointed, appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the CompanyBoard of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.116.08, any Subordinated Securityholder Noteholder who has been a bona fide Holder holder of a Subordinated Security Note or Subordinated Securities of the affected series Notes for at least six (6) months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (ce) The Holders If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a resolution of the Board of Directors, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by act of the holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove outstanding Notes delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and appoint supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the holders and accepted appointment in the manner hereinafter provided, any Noteholder who has been a bona fide holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the CompanyTrustee. (df) Any The Company shall give notice of each resignation or and each removal of the Trustee and any each appointment of a successor trustee pursuant Trustee to any of all holders in the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as manner provided in Section 7.1115.03. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. (g) Notwithstanding replacement of the Trustee pursuant to this Section 7.10, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series for at least six months may, on such Person's behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the Company. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.

Resignation and Removal of Trustee; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11. The Trustee, or any trustee or trustees hereafter appointed, may resign at any time resign with respect to the Subordinated Securities of one or more or all series of Subordinated Securities by giving written notice of resignation thereof to the Company and (i) if any Unregistered Subordinated Securities Company. If the instrument of acceptance by a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if successor Trustee required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who 7.11 shall not have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished been delivered to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing giving of such notice of resignation, the resigning trustee may Trustee may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor trustee, or Trustee with respect to the Securities of such series. The Trustee may be removed at any Subordinated Securityholder who has been a bona fide Holder time with respect to the Securities of any series by Act of the Holders of a Subordinated Security or Subordinated majority in principal amount of the Outstanding Securities of such series, delivered to the applicable series for at least six months Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the Trustee’s receipt of such notice of removal, the departing Trustee may, subject to at the provisions expense of Section 5.12, on behalf of himself and all others similarly situatedthe Company, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after Trustee with respect to the Subordinated Security of such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeseries. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series for at least six months may, on such Person's ’s behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-—in-—fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the Company. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper of Notes in the Borough of Manhattan, The City of New York, and at least once manner provided in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books1.05. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee trustee and one copy to the successor trustee or trusteestrustee. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing delivery of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security Note or Subordinated Securities of the applicable series Notes for at least six months may, subject to the provisions requirements of Section 5.12315(e) of the Trust Indenture Act, on behalf of himself such Holder and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case at any time any either of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 7.08 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; Holder, or (32) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any either such case, the Company may remove the Trustee Trustee, and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the Board of Directors of the Company, one copy of which instrument shall be delivered to the Trustee trustee so removed and one copy to the successor trustee, or, subject to the provisions requirements of Section 6.11315(e) of the Trust Indenture Act, any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security Note or Subordinated Securities of the affected series Notes for at least six months may, on such Person's behalf and on behalf of such Holder and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such seriestrustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of at least a majority in aggregate principal amount of the Subordinated Securities Notes at the time Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof delivering to the Trustee trustee so removed, to the successor trustee so appointed and to the Company, the evidence provided for in Section 8.01 of the action taken by the Holders. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective only upon acceptance of appointment by the successor trustee as provided in Section 7.117.10.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee Trustee or trustees Trustees hereafter appointed, may at any time resign with respect to any one or more or all series of Subordinated Securities by giving thirty days prior written notice of resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper of Securities in the Borough of Manhattan, The City of New York, and at least once manner provided in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books1.05. Upon receiving such notice of resignation, the Company shall use its commercially reasonable efforts to promptly appoint a successor trustee Trustee or trustees Trustees with respect to the applicable series by written instrument in duplicate, executed by authority order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trusteesTrustee. If no successor trustee Trustee shall have been so appointed with respect to any a particular series and have accepted appointment within 30 days after the mailing sending of such notice of resignation, the resigning trustee Trustee may petition petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six 6 months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trusteeTrustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeTrustee. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2A) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; Holder, or (3B) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company upon thirty days prior written notice may remove the Trustee with respect to the applicable series of Securities and appoint a successor trustee Trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the CompanyBoard of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteeTrustee, or, subject to the provisions of Section 6.11, or any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected any such series for at least six 6 months may, on such Person's behalf and on an behalf of such Holder and all others similarly situated, petition petition, any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee Trustee with respect to such series. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrustee with respect to such series. (c) The Holders of a majority in aggregate principal amount of the Subordinated Outstanding Securities Outstanding (determined as provided in Section 8.04) of any series may at any time upon thirty days prior written notice remove the Trustee with respect to that series and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and series a successor Trustee by delivery thereof delivering to the Trustee so removed, to the successor trustee Trustee so appointed and to the Company, the evidence provided for in Section 9.01 of the action taken by the Holders, unless within ten days after notice to the Company of such nomination, the Company objects thereto, in which case, the Trustee so removed or any Holder who has been a bona fide Holder of a Security or Securities of the applicable series for at least 6 months may, on behalf of himself and all others similarly situated, and at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 7.10 shall become effective only upon acceptance of appointment by the successor trustee Trustee as provided in Section 7.11.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation to the Company Issuer and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper Noteholders in the Borough of Manhattan, The City of New York, and at least once manner provided in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee14.4. (b) In case at any time any of the following shall occuroccur with respect to any Notes: (1i) the Trustee shall fail to comply with the provisions of subsection (aSection 310(b) of Section 7.08 the Trust Indenture Act, after written request therefor thereafter by the Company Issuer or by any Subordinated Securityholder Noteholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series Noteholder for at least six months; or, (2ii) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 8.7 and shall fail to resign after written request therefor therefore by the Company Issuer or by any such Subordinated Securityholder; Noteholder, or (3iii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, (A) the Company Issuer may remove the Trustee Trustee, and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the CompanyBoard of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, or (B) subject to the provisions requirements of Section 6.11315(e) of the Trust Indenture Act, any Subordinated Securityholder Noteholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series Noteholder for at least six months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such seriesTrustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrustee. (c) The Holders of a majority in principal amount of Majority Noteholders at the Subordinated Securities time Outstanding (determined as provided in Section 8.04) may at any time time, with not less than 30 days notice, remove the Trustee and appoint a successor trustee Trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof delivering to the Trustee so removed, to the successor trustee Trustee so appointed and to the CompanyIssuer, the evidence provided for in Section 8.1 of the action taken by the Noteholders, provided that unless a Default or Event of Default shall have occurred and be continuing, the Issuer shall consent (such consent not to be unreasonably withheld). (d) If the Trustee shall resign, be removed, or become incapable of acting or if a vacancy shall occur in the office of Trustee with respect to the Notes for any cause, the Issuer shall promptly appoint a successor Trustee or Trustees by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the former Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted such appointment pursuant to Section 8.9 within 30 days after the mailing of such notice of resignation or removal, the former Trustee may, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee, or any Noteholder who has been a bona fide Noteholder for at least six months may, subject to the requirements of Section 315(e) of the Trust Indenture Act, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee. (e) Any resignation or removal of the Trustee and any appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 7.10 shall become effective only upon acceptance of appointment by the successor trustee Trustee as provided in Section 7.118.9.

Resignation and Removal of Trustee; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 8.9 of this Indenture. (b) The Trustee, or any trustee or trustees hereafter appointed, Trustee may resign at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation thereof to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation other parties to the Holders thereof, Financing Documents. If an instrument of acceptance by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument Trustee shall be not have been delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 thirty (30) days after the mailing giving of such notice of resignation, the resigning trustee Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeTrustee. (bc) In case The Trustee may be removed at any time any by the Owners of a majority in aggregate principal amount of the following shall occur:Outstanding Bonds, or so long as no Event of Default or no event which with the passage of time or the giving of notice or both would constitute an Event of Default relating to the Company is then in existence, by the Company, in either case by an instrument in writing delivered to the parties to the Financing Documents not less than fifteen (15) days prior to the intended effective date of the removal. (1d) the Trustee shall fail to comply with the provisions of subsection If at any time: (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2i) the Trustee shall cease to be eligible in accordance with the provisions under Section 8.7 of Section 7.09 this Indenture or under applicable law and shall fail to resign after written request therefor as a result thereof by the Company any party to a Financing Document or by any such Subordinated Securityholder; or a Registered Owner who has been a bona fide Owner for at least six (36) months, or (ii) the Trustee shall become incapable of acting, acting or shall be adjudged a bankrupt or insolvent, insolvent or a receiver of the Trustee or of its property shall be appointed, appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, (x) the Company or the Issuer may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer of the CompanyTrustee, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, or (y) any Subordinated Securityholder Registered Owner who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series Owner for at least six (6) months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove Trustee. (e) If the Trustee and shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer, at the direction of the Company, shall promptly appoint a successor trustee. Trustee. If, within sixty (c60) The Holders days after such resignation, removal or incapability, or the occurrence of such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by the Owners of a majority in aggregate principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove Bonds and notice of acceptance of such appointment is delivered to the parties to the Financing Documents, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and appoint a supersede the successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or Trustee appointed by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Issuer. The Trustee so removed, shall assign all its interests hereunder to the successor trustee Trustee. If no successor Trustee shall have been so appointed by the Issuer or the Registered Owners and to accepted appointment in the Companymanner hereinafter provided, any Registered Owner who has been a bona fide Registered Owner for at least six (6) months may, on behalf of himself and all other Owners similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (df) Any The Issuer, at the expense of the Company, shall give prompt notice of each resignation or and each removal of the Trustee and any each appointment of a successor trustee pursuant Trustee by mailing written notice of such event to any the Registered Owners and to the parties to the Financing Documents. Each notice shall include the name of the provisions successor Trustee and the address of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11its corporate trust operations office.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to any one or more or all series of Subordinated Securities by giving written notice of resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation resignation, to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) holders of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each that or those series affected at their last addresses as they shall appear on the registry booksSecurity Register. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee trustee and one copy to the successor trustee or trusteestrustee. If no successor trustee shall have been so appointed with respect to any a particular series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six 6 months may, subject to the provisions of Section 5.126.08, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case If at any time any of the following shall occurtime: (1) the Trustee shall fail to comply with the provisions of subsection (aSection 7.07(a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six 6 months; , or (2) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 7.08 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; , or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee with respect to the applicable series of Securities, and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the Board of Directors of the Company, one copy of which instrument shall be delivered to the Trustee trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.116.08, any Subordinated Securityholder who has been a bona fide Holder holder of a Subordinated Security or Subordinated Securities of the affected any such series for at least six 6 months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteetrustee with respect to such series. (c) The Holders holders of a majority in aggregate principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) of any series at the time outstanding may at any time remove the Trustee with respect to that series and appoint with respect to such series a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof delivering to the Trustee trustee so removed, to the successor trustee so appointed and to the Company, the evidence provided for in Section 8.01 of the action taken by the Securityholders. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.117.10.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper of Notes in the Borough of Manhattan, The City of New York, and at least once manner provided in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books1.05. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee trustee and one copy to the successor trustee or trusteestrustee. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security Note or Subordinated Securities of the applicable series Notes for at least six months may, subject to the provisions requirements of Section 5.12315(e) of the Trust Indenture Act, on behalf of himself such Holder and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 7.08 and shall fail to resign after written request therefor herefor by the Company or by any such Subordinated Securityholder; Holder, or (32) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee Trustee, and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the Board of Directors of the Company, one copy of which instrument shall be delivered to the Trustee trustee so removed and one copy to the successor trustee, or, subject to the provisions requirements of Section 6.11315(e) of the Trust Indenture Act, any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security Note or Subordinated Securities of the affected series Notes for at least six months may, on such Person's behalf and on behalf of such Holder and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such seriestrustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of a majority in aggregate principal amount of the Subordinated Securities Notes at the time Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof delivering to the Trustee trustee so removed, to the successor trustee so appointed and to the Company, the evidence provided for in Section 8.01 of the action taken by the Holders. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective only upon acceptance of appointment by the successor trustee as provided in Section 7.117.10.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation to the Company Issuer and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper Noteholders in the Borough of Manhattan, The City of New York, and at least once manner provided in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee14.5. (b) In case at any time any of the following shall occuroccur with respect to any Notes: (1i) the Trustee shall fail to comply with the provisions of subsection (aSection 310(b) of Section 7.08 the Trust Indenture Act, after written request therefor thereafter by the Company Issuer or by any Subordinated Securityholder Noteholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series Noteholder for at least six months; or, (2ii) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 8.7 and shall fail to resign after written request therefor therefore by the Company Issuer or by any such Subordinated Securityholder; Noteholder, or (3iii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, (A) the Company Issuer may remove the Trustee Trustee, and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the CompanyBoard of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, or (B) subject to the provisions requirements of Section 6.11315(e) of the Trust Indenture Act, any Subordinated Securityholder Noteholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series Noteholder for at least six months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such seriesTrustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrustee. (c) The Holders of a majority in principal amount of Majority Noteholders at the Subordinated Securities time Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee Trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof delivering to the Trustee so removed, to the successor trustee Trustee so appointed and to the CompanyIssuer, the evidence provided for in Section 8.1 of the action taken by the Noteholders, provided that unless a Default or Event of Default shall have occurred and be continuing, the Issuer shall consent (such consent not to be unreasonably withheld). (d) If the Trustee shall resign, be removed, or become incapable of acting or if a vacancy shall occur in the office of Trustee with respect to the Notes for any cause, the Issuer shall promptly appoint a successor Trustee or Trustees by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the former Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted such appointment pursuant to Section 8.9 within 30 days after the mailing of such notice of resignation or removal, the former Trustee may, at the Issuer's expense, petition any court of competent jurisdiction for the appointment of a successor Trustee, or any Noteholder who has been a bona fide Noteholder for at least six months may, subject to the requirements of Section 315(e) of the Trust Indenture Act, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee. (e) Any resignation or removal of the Trustee and any appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 7.10 shall become effective only upon acceptance of appointment by the successor trustee Trustee as provided in Section 7.118.9.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee Trustee or trustees Trustees hereafter appointed, may at any time resign with respect to any one or more or all series of Subordinated Securities by giving written notice of resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper of Securities in the Borough of Manhattan, The City of New York, and at least once manner provided in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books1.05. Upon receiving such notice of resignation, the Company shall use its commercially reasonable efforts to promptly appoint a successor trustee Trustee or trustees Trustees with respect to the applicable series by written instrument in duplicate, executed by authority order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trusteesTrustee. If no successor trustee Trustee shall have been so appointed with respect to any a particular series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six 6 months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trusteeTrustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeTrustee. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2A) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; Holder, or (3B) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee with respect to the applicable series of Securities and appoint a successor trustee Trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the CompanyBoard of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteeTrustee, or, subject to the provisions of Section 6.11, or any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected any such series for at least six 6 months may, on such Person's behalf and on an behalf of such Holder and all others similarly situated, petition petition, any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee Trustee with respect to such series. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrustee with respect to such series. (c) The Holders of a majority in aggregate principal amount of the Subordinated Outstanding Securities Outstanding (determined as provided in Section 8.04) of any series may at any time remove the Trustee with respect to that series and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and series a successor Trustee by delivery thereof delivering to the Trustee so removed, to the successor trustee Trustee so appointed and to the Company, the evidence provided for in Section 9.01 of the action taken by the Holders. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 7.10 shall become effective only upon acceptance of appointment by the successor trustee Trustee as provided in Section 7.11.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee may resign or be removed upon sixty (60) days' prior written notice to or from the Company, as the case may be, at any time. (b) Such resignation or removal shall be effective upon the earlier of the expiry of the notice period provided herein (unless a shorter period is agreed upon by the parties) and the appointment of a successor trustee. (c) Upon resignation or removal of the Trustee, the Company shall appoint any natural person or any persons or a bank or trust company, or combination thereof, as a successor to replace the Trustee hereunder. Any such successor trustee or trustees hereafter appointedshall have all the rights, may at any time resign with respect powers and duties granted the Trustee hereunder, including ownership rights in the Trust assets. Such appointment of a successor trustee shall be effected by delivery to one or more or all series the Trustee of Subordinated Securities (i) a written appointment of such successor trustee, duly executed by giving written notice of resignation to the Company and (iii) if a written acceptance by such successor trustee, duly executed thereby. The Trustee shall execute any Unregistered Subordinated Securities of instruments necessary or reasonably requested by the successor trustee to evidence the transfer. (d) If a series affected are then Outstanding, by giving notice of such resignation successor trustee shall not have been appointed prior to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) effective time of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of Trustee's resignation, the Company shall promptly appoint a successor trustee or trustees with respect Trustee may apply to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, trustee or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities for instructions. All expenses of the applicable series for at least six months may, subject Trustee in connection with such proceeding shall be allowed and charged to the provisions Trust as administrative expenses of Section 5.12, on behalf of himself and all others similarly situated, petition any the Trust. (e) The Trustee is authorized to reserve such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, amount as it may deem proper advisable for payments of its fees and prescribe, appoint a successor trustee. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply expenses in connection with the provisions settlement of subsection (a) its account or otherwise, and any balance of Section 7.08 such reserve remaining after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder payment of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 such fees and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; or (3) the Trustee shall become incapable of acting, or expenses shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy paid over to the successor trustee. The Trustee is authorized to invest such reserves in any investment authorized under the terms of this Trust Agreement appropriate for the temporary investment of cash reserves of trusts. After the acceptance and approval of its account and the payment of its expenses, or, subject to the provisions of Section 6.11, any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities Trustee shall transfer and deliver the balance of the affected series for at least six months mayTrust to such successor, on such Person's behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the Company. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant shall have no further responsibilities to any of the provisions of Person under this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11Trust Agreement.

Resignation and Removal of Trustee; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11. The Trustee, or any trustee or trustees hereafter appointed, may resign at any time resign with respect to the Subordinated Securities of one or more or all series of Subordinated Securities by giving written notice of resignation thereof to the Company and (i) if any Unregistered Subordinated Securities Company. If the instrument of acceptance by a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if successor Trustee required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who 7.11 shall not have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished been delivered to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing giving of such notice of resignation, the resigning trustee may Trustee may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor trustee, or Trustee with respect to the Securities of such series. The Trustee may be removed at any Subordinated Securityholder who has been a bona fide Holder time with respect to the Securities of any series by Act of the Holders of a Subordinated Security or Subordinated majority in principal amount of the Outstanding Securities of such series, delivered to the applicable series for at least six months Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the Trustee’s receipt of such notice of removal, the departing Trustee may, subject to at the provisions expense of Section 5.12, on behalf of himself and all others similarly situatedthe Company, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after Trustee with respect to the Subordinated Security of such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeseries. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series for at least six months may, on such Person's ’s behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the Company. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.

Resignation and Removal of Trustee; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the Successor Trustee in accordance with the applicable requirement of Section 7.12. (b) The Trustee, or any trustee or trustees hereafter appointed, Trustee may resign at any time resign with respect to the Securities of one or more or all series of Subordinated Securities by giving written notice of resignation thereof to the Company and (i) if any Unregistered Subordinated Securities Company. If the instrument of acceptance by a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if successor Trustee required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who 7.12 shall not have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished been delivered to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing giving of such notice of resignation, the resigning trustee Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or Trustee with respect to the Securities of such series at the expense of the Company. (c) The Trustee may be removed at any Subordinated Securityholder who has been a bona fide Holder time with respect to the Securities of any series by the Holders of a Subordinated Security or Subordinated majority in aggregate principal amount of the Securities of such series then Outstanding by written notice delivered to the applicable series for at least six months Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 7.12 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may, subject to at the provisions expense of Section 5.12, on behalf of himself and all others similarly situatedthe Company, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after Trustee with respect to the Securities of such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeseries. (bd) In case If, at any time any of the following shall occur:time, (1) the Trustee shall fail to comply with Section 7.09(a) with respect to the provisions Securities of subsection (a) of Section 7.08 any series after written request therefor by the Company or by any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable such series for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 7.10 and shall fail to resign after written request therefor by the Company or by any such Subordinated SecurityholderHolder; or (3) the Trustee shall become incapable of acting, acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series for at least six months may, on such Person's behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the Company. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.;

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series Series of Subordinated Securities by giving written notice of such resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, to the Guarantor and by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities notice thereof in the manner and to the extent provided in subsection (c) of each series affected at their addresses as they shall appear on the registry booksSection 5.04 with respect to reports pursuant to subsection (a) of Section 5.04. Upon receiving such notice of resignationresignation and if the Company or the Guarantor shall deem it appropriate, evidence satisfactory to it of such mailing to the Holders, the Company shall promptly appoint a successor trustee or trustees with respect to all Series of Securities or, if appropriate, the applicable series Series by written instrument in duplicate, executed by authority an authorized officer of the Board of DirectorsCompany, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trusteestrustee. If no successor trustee shall have been so appointed with respect to any series Series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series Series for at least six months may, subject to the provisions of Section 5.126.11, on such Holder's behalf and on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series Series for at least six months; , or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; , or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or, (4) the The Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series for at least six months may, on such Person's behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such seriestrustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the CompanyCompany and the Guarantor. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.

Resignation and Removal of Trustee; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article 7 shall become effective until the acceptance of appointment by the successor Trustee under Section 7.09. (b) The Trustee, or any trustee or trustees hereafter appointed, Trustee may resign at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation thereof to the Company and (i) if any Unregistered Subordinated Securities Company. If an instrument of acceptance by a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who successor Trustee shall not have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished been delivered to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing giving of such notice of resignation, the resigning trustee Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeTrustee. (bc) In case The Trustee may be removed at any time any by Act of the following shall occur:Majority Noteholders, delivered to the Trustee and to the Company. (1d) the Trustee shall fail to comply with the provisions of subsection If at any time: (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2i) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 7.07 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; or Noteholder, or (3ii) the Trustee shall become incapable of acting, acting or shall be adjudged a bankrupt or insolvent, insolvent or a receiver of the Trustee or of its property shall be appointed, appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, (i) the Company by a Board Resolution may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer of the CompanyTrustee, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, or (ii) any Subordinated Securityholder Noteholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series Noteholder for at least six months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove Trustee. (e) If the Trustee and shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trusteeTrustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Majority Noteholders delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the Noteholders and accepted appointment in the manner hereinafter provided, any Noteholder who has been a bona fide Noteholder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (cf) The Holders Company shall give notice of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee each resignation and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the Company. (d) Any resignation or each removal of the Trustee and any each appointment of a successor trustee pursuant Trustee to any of all Noteholders in the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as manner provided in Section 7.1113.04. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series for at least six months may, on such Person's ’s behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-–in-–fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the Company. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.

Resignation and Removal of Trustee; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11. The Trustee, or any trustee or trustees hereafter appointed, Trustee may resign at any time resign with respect to the Securities of one or more or all series of Subordinated Securities by giving written notice of resignation thereof to the Company and (i) if any Unregistered Subordinated Securities Company. If the instrument of acceptance by a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if successor Trustee required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who 7.11 shall not have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished been delivered to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing giving of such notice of resignation, the resigning trustee may Trustee may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor trustee, or Trustee with respect to the Securities of such series. The Trustee may be removed at any Subordinated Securityholder who has been a bona fide Holder time with respect to the Securities of any series by Act of the Holders of a Subordinated Security or Subordinated majority in principal amount of the Outstanding Securities of such series, delivered to the applicable series for at least six months Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the Trustee’s receipt of such notice of removal, the departing Trustee may, subject to at the provisions expense of Section 5.12, on behalf of himself and all others similarly situatedthe Company, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after Trustee with respect to the Securities of such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeseries. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series for at least six months may, on such Person's ’s behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the Company. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.of

Resignation and Removal of Trustee; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article 7 shall become effective until the acceptance of appointment by the successor Trustee under Section 7.11. (b) The Trustee, or any trustee or trustees hereafter appointed, Trustee may resign at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation thereof to the Company and (i) if any Unregistered Subordinated Securities Company. If an instrument of acceptance by a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who successor Trustee shall not have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished been delivered to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing giving of such notice of resignation, the resigning trustee Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or Trustee. (c) The Trustee may be removed at any Subordinated Securityholder who has been a bona fide Holder time by act of the holders of a Subordinated Security or Subordinated Securities majority in principal amount of the applicable series for at least six months mayoutstanding Notes, subject delivered to the provisions Trustee and the Company. If an instrument of Section 5.12acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, on behalf of himself and all others similarly situated, the Trustee being removed may petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trusteesuccessor. (bd) In case If at any time any of the following shall occurtime: (1i) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder Noteholder who has been a bona fide Holder holder of a Subordinated Security or Subordinated Securities of the applicable series Note for at least six months; , or (2ii) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; Noteholder, or (3iii) the Trustee shall become incapable of acting, acting or shall be adjudged a bankrupt or insolvent, insolvent or a receiver of the Trustee or of its property shall be appointed, appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the CompanyBoard of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.116.08, any Subordinated Securityholder Noteholder who has been a bona fide Holder holder of a Subordinated Security Note or Subordinated Securities of the affected series Notes for at least six (6) months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (ce) The Holders If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a resolution of the Board of Directors, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by act of the holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove outstanding Notes delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and appoint supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the holders and accepted appointment in the manner hereinafter provided, any Noteholder who has been a bona fide holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the CompanyTrustee. (df) Any The Company shall give notice of each resignation or and each removal of the Trustee and any each appointment of a successor trustee pursuant Trustee to any of all holders in the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as manner provided in Section 7.1116.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series Series of Subordinated Securities by giving written notice of such resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, to the Guarantor and by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities notice thereof in the manner and to the extent provided in subsection (c) of each series affected at their addresses as they shall appear on the registry booksSection 5.04 with respect to reports pursuant to subsection (a) of Section 5.04. Upon receiving such notice of resignationresignation and if the Company or the Guarantor shall deem it appropriate, evidence satisfactory to it of such mailing to the Holders, the Company shall promptly appoint a successor trustee or trustees with respect to all Series of Securities or, if appropriate, the applicable series Series by written instrument in duplicate, executed by authority an authorized officer of the Board of DirectorsCompany, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trusteestrustee. If no successor trustee shall have been so appointed with respect to any series Series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series Series for at least six months may, subject to the provisions of Section 5.126.11, on such Holder's behalf and on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series for at least six months may, on such Person's behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the Company. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.

Resignation and Removal of Trustee; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11. The Trustee, or any trustee or trustees hereafter appointed, Trustee may resign at any time resign with respect to the Securities of one or more or all series of Subordinated Securities by giving written notice of resignation thereof to the Company and (i) if any Unregistered Subordinated Securities Company. If the instrument of acceptance by a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if successor Trustee required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who 7.11 shall not have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished been delivered to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing giving of such notice of resignation, the resigning trustee may Trustee may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor trustee, or Trustee with respect to the Securities of such series. The Trustee may be removed at any Subordinated Securityholder who has been a bona fide Holder time with respect to the Securities of any series by Act of the Holders of a Subordinated Security or Subordinated majority in principal amount of the Outstanding Securities of such series, delivered to the applicable series for at least six months Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the Trustee’s receipt of such notice of removal, the departing Trustee may, subject to at the provisions expense of Section 5.12, on behalf of himself and all others similarly situatedthe Company, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after Trustee with respect to the Securities of such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeseries. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series for at least six months may, on such Person's ’s behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-—in-—fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the Company. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation to the Company Unibanco and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper Noteholders in the Borough of Manhattan, The City of New York, and at least once manner provided in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee14.4. (b) In case at any time any of the following shall occuroccur with respect to any Notes: (1i) the Trustee shall fail to comply with the provisions of subsection (aSection 310(b) of Section 7.08 the Trust Indenture Act, after written request therefor thereafter by the Company Unibanco or by any Subordinated Securityholder Noteholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series Noteholder for at least six months; or, (2ii) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 8.7 and shall fail to resign after written request therefor therefore by the Company Unibanco or by any such Subordinated Securityholder; Noteholder, or (3iii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company (A) Unibanco may remove the Trustee Trustee, and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the CompanyBoard of Directors of Unibanco, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, or (B) subject to the provisions requirements of Section 6.11315(e) of the Trust Indenture Act, any Subordinated Securityholder Noteholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series Noteholder for at least six months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such seriesTrustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrustee. (c) The Holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) Majority Noteholders may at any time remove the Trustee and appoint a successor trustee Trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof delivering to the Trustee so removed, to the successor trustee Trustee so appointed and to Unibanco, the Companyevidence provided for in Section 8.1 of the action taken by the Noteholders, provided that unless a Default or Event of Default shall have occurred and be continuing, Unibanco shall consent (such consent not to be unreasonably withheld). (d) If the Trustee shall resign, be removed, or become incapable of acting or if a vacancy shall occur in the office of Trustee with respect to the Notes for any cause, Unibanco shall promptly appoint a successor Trustee or Trustees by written instrument, in duplicate, executed by order of the Board of Directors of Unibanco, one copy of which instrument shall be delivered to the former Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted such appointment pursuant to Section 8.9 within 30 days after the mailing of such notice of resignation or removal, the former Trustee may, at Unibanco’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee, or any Noteholder who has been a bona fide Noteholder for at least six months may, subject to the requirements of Section 315(e) of the Trust Indenture Act, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee. (e) Any resignation or removal of the Trustee and any appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 7.10 Article shall become effective only upon acceptance of appointment by the successor trustee Trustee as provided in Section 7.118.9.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee may resign or be removed upon sixty (60) days prior written notice to or from the Company, as the case may be, at any time. (b) Such resignation or removal shall be effective upon the earlier of the expiration of the notice period provided herein (unless a shorter period is agreed upon by the parties) and the appointment of a successor trustee. (c) Upon resignation or removal of the Trustee, the Company shall appoint any natural person or any persons or a bank or trust company, or combination thereof, as a successor to replace the Trustee hereunder. Any such successor trustee or trustees hereafter appointedshall have all the rights, may at any time resign with respect powers and duties granted the Trustee hereunder, including ownership rights in the Trust assets. Such appointment of a successor trustee shall be effected by delivery to one or more or all series the Trustee of Subordinated Securities (i) a written appointment of such successor trustee, duly executed by giving written notice of resignation to the Company and (iii) if a written acceptance by such successor trustee, duly executed thereby. The Trustee shall execute any Unregistered Subordinated Securities of instruments necessary or reasonably requested by the successor trustee to evidence the transfer. (d) If a series affected are then Outstanding, by giving notice of such resignation successor trustee shall not have been appointed prior to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) effective time of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of Trustee's resignation, the Company shall promptly appoint a successor trustee or trustees with respect Trustee may apply to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, trustee or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities for instructions. All expenses of the applicable series for at least six months may, subject Trustee in connection with such proceeding shall be allowed and charged to the provisions Trust as administrative expenses of Section 5.12, on behalf of himself and all others similarly situated, petition any the Trust. (e) The Trustee is authorized to reserve such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, amount as it may deem proper advisable for payments of its fees and prescribe, appoint a successor trustee. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply expenses in connection with the provisions settlement of subsection (a) its account or otherwise, and any balance of Section 7.08 such reserve remaining after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder payment of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 such fees and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; or (3) the Trustee shall become incapable of acting, or expenses shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy paid over to the successor trustee. The Trustee is authorized to invest such reserves in any investment authorized under the terms of this Trust Agreement appropriate for the temporary investment of cash reserves of trusts. After the acceptance and approval of its account and the payment of its expenses, or, subject to the provisions of Section 6.11, any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities Trustee shall transfer and deliver the balance of the affected series for at least six months mayTrust to such successor, on such Person's behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the Company. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant shall have no further responsibilities to any of the provisions of Person under this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11Trust Agreement.

Resignation and Removal of Trustee; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Section shall become effective until the acceptance of appointment by the successor Trustee under Section 17. (b) The Trustee, or any trustee or trustees hereafter appointed, Trustee may resign at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation thereof to the Company and (i) if any Unregistered Subordinated Securities Issuer. If an instrument of acceptance by a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who successor Trustee shall not have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished been delivered to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing giving of such notice of resignation, the resigning trustee Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeTrustee. (bc) In case The Trustee may be removed at any time any by vote of the following shall occurholders of a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Issuer. (d) If at any time: (1) the Trustee shall fail to comply with the provisions of subsection (aSection 310(b) of Section 7.08 the Trust Indenture Act after written request therefor by the Company Issuer or by any Subordinated Securityholder Noteholder who has been a bona fide Holder Noteholder of a Subordinated Security or Subordinated Securities of the applicable series Note for at least six months; , or (2) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 13 and shall fail to resign after written request therefor by the Company Issuer or by any such Subordinated Securityholder; Noteholder, or (3) the Trustee shall become incapable of acting, acting or shall be adjudged a bankrupt or insolvent, insolvent or a receiver of the Trustee or of its property shall be appointed, appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, (i) the Company Issuer by a Board resolution may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer Trustee, or (ii) subject to Section 315(e) of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, Trust Indenture Act any Subordinated Securityholder Noteholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series Noteholder for at least six months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove Trustee. (e) If the Trustee and shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer, by a Board resolution, shall promptly appoint a successor trustee. (c) The Holders Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by vote of the Noteholders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and appoint supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Noteholders and accepted appointment in the manner hereinafter provided, any Noteholder who has been a bona fide Noteholder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the CompanyTrustee. (df) Any The Issuer shall give notice of each resignation or and each removal of the Trustee and any each appointment of a successor trustee pursuant Trustee by mailing written notice of such event by United States first-class mail, postage prepaid, to any all Noteholders as their names and addresses appear in the Register. Each notice shall include the name of the provisions successor Trustee and the address of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11its corporate trust office.

Resignation and Removal of Trustee; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article VII shall become effective until the acceptance of appointment by the successor Trustee under Section 7.11. (b) The Trustee, or any trustee or trustees hereafter appointed, Trustee may resign at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation thereof to the Company and (i) if any Unregistered Subordinated Securities Company. If an instrument of acceptance by a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who successor Trustee shall not have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished been delivered to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing giving of such notice of resignation, the resigning trustee Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or Trustee. (c) The Trustee may be removed at any Subordinated Securityholder who has been a bona fide Holder time by act of the holders of a Subordinated Security or Subordinated Securities majority in principal amount of the applicable series for at least six months mayoutstanding Notes, subject delivered to the provisions Trustee and the Company. If an instrument of Section 5.12acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, on behalf of himself and all others similarly situated, the Trustee being removed may petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trusteesuccessor. (bd) In case If at any time any of the following shall occurtime: (1i) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder Noteholder who has been a bona fide Holder holder of a Subordinated Security or Subordinated Securities of the applicable series Note for at least six months; , or (2ii) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; Noteholder, or (3iii) the Trustee shall become incapable of acting, acting or shall be adjudged a bankrupt or insolvent, insolvent or a receiver of the Trustee or of its property shall be appointed, appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the CompanyBoard of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.116.08, any Subordinated Securityholder Noteholder who has been a bona fide Holder holder of a Subordinated Security Note or Subordinated Securities of the affected series Notes for at least six (6) months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (ce) The Holders If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a resolution of the Board of Directors, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by act of the holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove outstanding Notes delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and appoint supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the holders and accepted appointment in the manner hereinafter provided, any Noteholder who has been a bona fide holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the CompanyTrustee. (df) Any The Company shall give notice of each resignation or and each removal of the Trustee and any each appointment of a successor trustee pursuant Trustee to any of all holders in the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as manner provided in Section 7.1115.

Resignation and Removal of Trustee; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 7.11. The Trustee, or any trustee or trustees hereafter appointed, may resign at any time resign with respect to the Subordinated Securities of one or more or all series of Subordinated Securities by giving written notice of resignation thereof to the Company and (i) if any Unregistered Subordinated Securities Company. If the instrument of acceptance by a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if successor Trustee required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who 7.11 shall not have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished been delivered to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing giving of such notice of resignation, the resigning trustee may Trustee may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Trustee with respect to the Subordinated Securities of such series. The Trustee may be removed at any time with respect to the applicable Subordinated Securities of any series for at least six months by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 7.11 shall not have been delivered to the Trustee within 30 days after the Trustee’s receipt of such notice of removal, the departing Trustee may, subject to at the provisions expense of Section 5.12, on behalf of himself and all others similarly situatedthe Company, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after Trustee with respect to the Subordinated Securities of such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeseries. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series for at least six months may, on such Person's ’s behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-—in-—fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the Company. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to any one or more or all series of Subordinated Securities Bonds by giving written notice of resignation to the Company Issuer and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper of Bonds in the Borough of Manhattan, The City of New York, and at least once manner provided in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee1.5. (b) In case at any time any of the following shall occuroccur with respect to any series of Bonds: (1) the Trustee shall fail to comply with the provisions of subsection (aSection 310(b) of Section 7.08 the Trust Indenture Act, after written request therefor thereafter by the Company Issuer or by any Subordinated Securityholder Security holder who has been a bona fide Holder of a Subordinated Security Bond or Subordinated Securities of the applicable series Bonds for at least six months; or, (2) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 11.7 and shall fail to resign after written request therefor by the Company Issuer or by any Holder of a Bond or Bonds of such Subordinated Securityholder; Series, or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, (A) the Company Issuer may remove the Trustee with respect to the applicable series of Bonds, and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the CompanyBoard of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, or (B) subject to the provisions requirements of Section 6.11315(e) of the Trust Indenture Act, any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security Bond or Subordinated Securities Bonds of the affected any such series for at least six months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee Trustee with respect to such seriesseries of Bonds. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrustee with respect to such series of Bonds. (c) The Holders of a majority in aggregate principal amount of the Subordinated Securities Bonds at the time Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee Trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof delivering to the Trustee so removed, to the successor trustee Trustee so appointed and to the CompanyIssuer, the evidence provided for in Section 11.1 of the action taken by the Holders, provided that unless a Default or Event of Default shall have occurred and be continuing, the Issuer shall consent (such consent not to be unreasonably withheld). (d) If the Trustee shall resign, be removed, or become incapable of acting or if a vacancy shall occur in the office of Trustee with respect to Bonds of any series for any cause, the Issuer shall promptly appoint a successor Trustee or Trustees with respect to the applicable series of Bonds by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the former Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed with respect to a particular series and have accepted such appointment pursuant to Section 11.9 within 30 days after the mailing of such notice of resignation or removal, the former Trustee may petition any NRG Northeast Generating Indenture court of competent jurisdiction for the appointment of a successor Trustee, or any Holder who has been a bona fide Holder of a Bond or Bonds of the applicable series for at least six months may, subject to the requirements of Section 315(e) of the Trust Indenture Act, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee. (e) Any resignation or removal of the Trustee and any appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 7.10 shall become effective only upon acceptance of appointment by the successor trustee Trustee as provided in Section 7.1111.9.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter 12.1 Trustee shall serve until a successor shall be appointed, . Trustee may resign at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice to the Company, which shall be effective thirty (30) days after receipt of resignation to such notice unless the Company and Trustee agree otherwise. The Company may remove Trustee at any time upon giving thirty (i30) if days' written notice to Trustee; however, for a period of three years following a Change in Control any Unregistered Subordinated Securities such removal shall require the written consent of a series affected are then Outstanding, by giving notice majority of the Plan participants at the time of such removal. In either case, such notice may be wholly or partially waived by the party to whom it is due. 12.2 Upon resignation or removal of Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the Holders thereof, by publication at least once in an Authorized Newspaper in successor Trustee. The Trustee shall use its best efforts to complete the Borough transfer within thirty (30) days after receipt of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, removal or transfer, unless the Company shall promptly appoint extends the time limit. 12.3 If Trustee resigns or is removed, a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to appointed, in accordance with Section 12.4 hereof, by the resigning Trustee and one copy to the successor trustee effective date of resignation or trusteesremoval under Section 12.1 hereof. If no successor trustee shall have such appointment has been so appointed with respect made, Trustee may apply to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any a court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder for instructions. All expenses of a Subordinated Security or Subordinated Securities Trustee in connection with the proceeding shall be allowed as administrative expenses of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeTrust. (b) In case at any time any of the following shall occur: (1) the 12.4 If Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company resigns or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2) the Trustee shall cease to be eligible is removed in accordance with the provisions of Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case12.1 hereof, the Company may remove the Trustee and appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor trustee by Trustee; however, for a period of three years following a Change in Control any such appointment shall require the written instrument executed by an authorized officer consent of a majority of the Company, one copy Plan participants at the time of which instrument such appointment. The appointment shall be delivered to effective when accepted in writing by the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series for at least six months may, on such Person's behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the new Trustee. The appointment of a successor trustee with respect to such series. Such court may thereuponnew Trustee shall be by a written instrument, after such noticeduly acknowledged, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof delivered to the Trustee so removed, to the successor trustee Trustee, and to the Company. (d) Any . Upon resignation or removal of the Trustee, Trustee and shall refund any appointment unearned portion of a successor trustee pursuant to any fee or compensation previously collected by Trustee hereunder. The resigning or removed Trustee, upon receipt of acceptance in writing of the provisions of this Section 7.10 shall become effective upon acceptance of appointment Trust by the successor trustee Trustee, must execute all documents and do all acts reasonably necessary to vest the title of record in any successor Trustee. The successor Trustee shall have the same powers and duties as provided in Section 7.11those conferred upon Trustee hereunder.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee Trustee or trustees Trustees hereafter appointed, may at any time resign with respect to any one or more or all series of Subordinated Securities by giving written notice of resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, the Guarantor and by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper of Securities in the Borough of Manhattan, The City of New York, and at least once manner provided in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books1.05. Upon receiving such notice of resignation, the Guarantor and Company shall use their commercially reasonable efforts to promptly appoint a successor trustee Trustee or trustees Trustees with respect to the applicable series by written instrument in duplicate, executed by authority order of the Board of DirectorsDirectors of the Company or the Guarantor, as the case may be, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trusteesTrustee. If no successor trustee Trustee shall have been so appointed with respect to any a particular series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six 6 months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trusteeTrustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeTrustee. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2A) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 and shall fail to resign after written request therefor by the Company Company, the Guarantor or by any such Subordinated Securityholder; Holder, or (3B) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company or the Guarantor may remove the Trustee with respect to the applicable series of Securities and appoint a successor trustee Trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the CompanyBoard of Directors of the Company or the Guarantor, as the case may be, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteeTrustee, or, subject to the provisions of Section 6.11, or any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected any such series for at least six 6 months may, on such Person's behalf and on an behalf of such Holder and all others similarly situated, petition petition, any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee Trustee with respect to such series. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrustee with respect to such series. (c) The Holders of a majority in aggregate principal amount of the Subordinated Outstanding Securities Outstanding (determined as provided in Section 8.04) of any series may at any time remove the Trustee with respect to that series and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and series a successor Trustee by delivery thereof delivering to the Trustee so removed, to the successor trustee Trustee so appointed and to the CompanyCompany and the Guarantor, the evidence provided for in Section 9.01 of the action taken by the Holders. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 7.10 shall become effective only upon acceptance of appointment by the successor trustee Trustee as provided in Section 7.11.

Resignation and Removal of Trustee; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article VII shall become effective until the acceptance of appointment by the successor Trustee under Section 7.11. (b) The Trustee, or any trustee or trustees hereafter appointed, Trustee may resign at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation thereof to the Company and (i) if any Unregistered Subordinated Securities Company. If an instrument of acceptance by a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who successor Trustee shall not have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished been delivered to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing giving of such notice of resignation, the resigning trustee Trustee may petition petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor trustee, or Trustee. (c) The Trustee may be removed at any Subordinated Securityholder who has been a bona fide Holder time by act of the holders of a Subordinated Security or Subordinated Securities majority in principal amount of the applicable series for at least six months mayoutstanding Notes, subject delivered to the provisions Trustee and the Company. If an instrument of Section 5.12acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, on behalf the Trustee being removed may petition, at the expense of himself and all others similarly situatedthe Company, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trusteesuccessor. (bd) In case If at any time any of the following shall occurtime: (1i) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder Noteholder who has been a bona fide Holder holder of a Subordinated Security or Subordinated Securities of the applicable series Note for at least six months; , or (2ii) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; Noteholder, or (3iii) the Trustee shall become incapable of acting, acting or shall be adjudged a bankrupt or insolvent, insolvent or a receiver of the Trustee or of its property shall be appointed, appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the CompanyBoard of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.116.08, any Subordinated Securityholder Noteholder who has been a bona fide Holder holder of a Subordinated Security Note or Subordinated Securities of the affected series Notes for at least six (6) months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (ce) The Holders If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a resolution of the Board of Directors, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by act of the holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove outstanding Notes delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and appoint supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the holders and accepted appointment in the manner hereinafter provided, any Noteholder who has been a bona fide holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the CompanyTrustee. (df) Any The Company shall give notice of each resignation or and each removal of the Trustee and any each appointment of a successor trustee pursuant Trustee to any of all holders in the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as manner provided in Section 7.1115.03. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. (g) Notwithstanding replacement of the Trustee pursuant to this Section 7.10, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series Series of Subordinated Securities by giving written notice of such resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Subordinated Securities notice thereof in the manner and to the extent provided in subsection (c) of each series affected at their addresses as they shall appear on the registry booksSection 5.04 with respect to reports pursuant to subsection (a) of Section 5.04. Upon receiving such notice of resignationresignation and if the Company shall deem it appropriate, evidence satisfactory to it of such mailing to the Holders, the Company shall promptly appoint a successor trustee or trustees with respect to all Series of Subordinated Securities or, if appropriate, the applicable series Series by written instrument in duplicate, executed by authority an authorized officer of the Board of DirectorsCompany, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trusteestrustee. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.126.11, on such Holder's behalf and on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series Series for at least six months; , or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; , or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; , or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series Series for at least six months may, on such Person's behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such seriesSeries. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the Company. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to any one or more or all series of Subordinated Securities by giving written notice of resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper of Securities in the Borough of Manhattan, The City of New York, and at least once manner provided in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books1.04. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee trustee and one copy to the successor trustee or trusteestrustee. If no successor trustee shall have been so appointed with respect to any a particular series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six 6 months may, subject to the provisions requirements of Section 5.12315(e) of the Trust Indenture Act, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 7.07 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; Holder, or (32) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee with respect to the applicable series of Securities, and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the Board of Directors of the Company, one copy of which instrument shall be delivered to the Trustee trustee so removed and one copy to the successor trustee, or, subject to the provisions requirements of Section 6.11315(e) of the Trust Indenture Act, any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected any such series for at least six 6 months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition petition, any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteetrustee with respect to such series. (c) The Holders of a majority in aggregate principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) of any series at the time outstanding may at any time remove the Trustee with respect to that series and appoint with respect to such series a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof delivering to the Trustee trustee so removed, to the successor trustee so appointed and to the Company, the evidence provided for in Section 8.01 of the action taken by the Holders. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective only upon acceptance of appointment by the successor trustee as provided in Section 7.117.09.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such 50 notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series for at least six months may, on such Person's behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the Company. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.

Resignation and Removal of Trustee; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article VII shall become effective until the acceptance of appointment by the successor Trustee under Section 7.11. (b) The Trustee, or any trustee or trustees hereafter appointed, Trustee may resign at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation thereof to the Company and (i) if any Unregistered Subordinated Securities Company. If an instrument of acceptance by a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who successor Trustee shall not have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished been delivered to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing giving of such notice of resignation, the resigning trustee Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or Trustee. (c) The Trustee may be removed at any Subordinated Securityholder who has been a bona fide Holder time by act of the holders of a Subordinated Security or Subordinated Securities majority in principal amount of the applicable series for at least six months mayoutstanding Notes, subject delivered to the provisions Trustee and the Company. If an instrument of Section 5.12acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, on behalf of himself and all others similarly situated, the Trustee being removed may petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trusteesuccessor. (bd) In case If at any time any of the following shall occurtime: (1i) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder Noteholder who has been a bona fide Holder holder of a Subordinated Security or Subordinated Securities of the applicable series Note for at least six months; , or (2ii) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; Noteholder, or (3iii) the Trustee shall become incapable of acting, acting or shall be adjudged a bankrupt or insolvent, insolvent or a receiver of the Trustee or of its property shall be appointed, appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the CompanyBoard of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.116.08, any Subordinated Securityholder Noteholder who has been a bona fide Holder holder of a Subordinated Security Note or Subordinated Securities of the affected series Notes for at least six (6) months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (ce) The Holders If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a resolution of the Board of Directors, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by act of the holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove outstanding Notes delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and appoint supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the holders and accepted appointment in the manner hereinafter provided, any Noteholder who has been a bona fide holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the CompanyTrustee. (df) Any The Company shall give notice of each resignation or and each removal of the Trustee and any each appointment of a successor trustee pursuant Trustee to any of all holders in the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as manner provided in Section 7.1116.03. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. (g) Notwithstanding replacement of the Trustee pursuant to this Section 7.10, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeIssuer . (b) In case at any time any of the following shall occuroccur with respect to any Notes: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2i) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 6.8 and shall fail to resign after written request therefor by the Company Issuer or by any such Subordinated SecurityholderNoteholder; or (3ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, (A) the Company Issuer may remove the Trustee Trustee, and appoint a successor trustee Trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the CompanyBoard of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, or (B) any Subordinated Securityholder Noteholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series protected Noteholder for at least six months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such seriesTrustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrustee. (c) The Holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) Majority Noteholders may at any time remove the Trustee and appoint a successor trustee Trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof delivering to the Trustee so removed, to the successor trustee Trustee so appointed and to the CompanyIssuer, the evidence provided for in Section 7.1 of the action taken by the Noteholders, provided, that unless a Default or Event of Default shall have occurred and be continuing, the Issuer shall consent (such consent not to be unreasonably withheld). (d) If the Trustee shall resign, be removed, or become incapable of acting or if a vacancy shall occur in the office of the Trustee with respect to the Notes for any cause, the Issuer shall promptly appoint a successor Trustee or Trustees by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted such appointment pursuant to Section 6.10 within 3 days after the giving of such notice of resignation or removal, the resigning Trustee may, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee, or any Noteholder who has been a bona fide Noteholder for at least six months may, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee. (e) Any resignation or removal of the Trustee and any appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 7.10 shall become effective only upon acceptance of appointment by the successor trustee Trustee as provided in Section 7.116.10.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series Series of Subordinated Securities by giving written notice of such resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities notice thereof in the manner and to the extent provided in subsection (c) of each series affected at their addresses as they shall appear on the registry booksSection 5.04 with respect to reports pursuant to subsection (a) of Section 5.04. Upon receiving such notice of resignationresignation and if the Company shall deem it appropriate, evidence satisfactory to it of such mailing to the Holders, the Company shall promptly appoint a successor trustee or trustees with respect to all Series of Securities or, if appropriate, the applicable series Series by written instrument in duplicate, executed by authority an authorized officer of the Board of DirectorsCompany, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trusteestrustee. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.126.11, on such Holder's behalf and on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series Series for at least six months; , or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; , or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; , or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series Series for at least six months may, on such Person's behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such seriesSeries. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the Company. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series Series of Subordinated Securities by giving written notice of such resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, to the Guarantor and by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities notice thereof in the manner and to the extent provided in subsection (c) of each series affected at their addresses as they shall appear on the registry booksSection 5.04 with respect to reports pursuant to subsection (a) of Section 5.04. Upon receiving such notice of resignationresignation and if the Company or the Guarantor shall deem it appropriate, evidence satisfactory to it of such mailing to the Holders, the Company shall promptly appoint a successor trustee or trustees with respect to all Series of Securities or, if appropriate, the applicable series Series by written instrument in duplicate, executed by authority an authorized officer of the Board of DirectorsCompany, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trusteestrustee. If no successor trustee shall have been so appointed with respect to any series Series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series Series for at least six months may, subject to the provisions of Section 5.126.11, on such Holder’s behalf and on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series Series for at least six months; , or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; , or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or, (4) the The Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series for at least six months may, on such Person's ’s behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such seriestrustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the CompanyCompany and the Guarantor. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.

Resignation and Removal of Trustee; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 7.12. (b) The Trustee, or any trustee or trustees hereafter appointed, Trustee may resign at any time resign with respect to the Securities of one or more or all series of Subordinated Securities by giving written notice of resignation thereof to the Company and (i) if any Unregistered Subordinated Securities Company. If the instrument of acceptance by a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if successor Trustee required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who 7.12 shall not have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished been delivered to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing giving of such notice of resignation, the resigning trustee Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Trustee with respect to the Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeseries. (bc) In case The Trustee may be removed at any time with respect to the Securities of any series by act of the following shall occurHolders of a majority in aggregate principal amount of the Securities of such series then Outstanding delivered to the Trustee and to the Company. (d) If at any time: (1) the Trustee shall fail to comply with Section 7.09(a) with respect to the provisions Securities of subsection (a) of Section 7.08 any series after written request therefor by the Company or by any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable such series for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 7.10 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; Holder, or (3) the Trustee shall become incapable of acting, acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or then in any such case (4i) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company by a Certified Board Resolution may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer of the Company, one copy of which instrument shall be delivered with respect to the Trustee so removed and one copy to the successor trusteeSecurities of any or all series, oras appropriate, or (ii) subject to the provisions of Section 6.116.14, any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the an affected series for at least six months may, on such Person's behalf and on behalf of such Holder and all others other Holders similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee Trustee or Trustees. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to such the Securities of one or more series. Such court may thereupon, after such noticethe Company, if anyby a Certified Board Resolution, as it may deem proper and prescribe, remove the Trustee and shall promptly appoint a successor trustee. Trustee or Trustees with respect to the Securities of such series (cit being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) The and shall comply with the applicable requirements of Section 7.12. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by act of the Holders of a majority in aggregate principal amount of the Subordinated Securities of such series then Outstanding (determined as provided delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 8.04) may at any time remove 7.12, become the successor Trustee and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to the Securities of such removal series and appointment (as provided in Article Nine), and to that extent supersede the successor Trustee appointed by delivery thereof the Company with respect to the Securities of such series. If no successor Trustee so removed, with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 7.12, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of such Holder and all other Holders similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee and Trustee with respect to the CompanySecurities of such series. (df) Any The Company shall give notice of each resignation or and each removal of the Trustee with respect to the Securities of any series and any each appointment of a successor trustee Trustee with respect to the Securities of any series (i) if any unregistered Securities of any affected series are then Outstanding, to the Holders thereof by publication of such notice at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, or Chicago, Illinois, (ii) if any unregistered Securities of any affected series are then Outstanding, to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 5.04(c)(ii) by mailing such notice to such Holders at such addresses (and the Trustee shall make such addresses available to the Company for such purpose) and (iii) if any registered Securities of any affected series are then Outstanding, to the provisions of this Section 7.10 Holders thereof by mailing such notice to such Holders at their addresses as they shall become effective upon appear on the Security Register. If the Company shall fail to give such notice within 10 days after acceptance of appointment by the successor trustee as provided in Section 7.11Trustee, the successor Trustee shall cause such notice to be given at the expense of the Company. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to any one or more or all series of Subordinated Securities Bonds by giving written notice of resignation to the Company Funding Corporation and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, the Partnership and by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper of Bonds in the Borough of Manhattan, The City of New York, and at least once manner provided in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee1.5. (ba) In case at any time any of the following shall occuroccur with respect to any series of Bonds: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2i) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 9.7 and shall fail to resign immediately in accordance with Section 9.7 after written request therefor by the Company Funding Corporation, the Partnership or by any Holder of such Subordinated Securityholder; series, or (3ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, (A) the Company Partnership may remove the Trustee with respect to the applicable series of Bonds and appoint a successor trustee by written instrument executed by an authorized officer of the Companyinstrument, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteein duplicate, or, or (B) subject to the provisions requirements of Section 6.118.9, any Subordinated Securityholder Holder who has been a 137 bona fide Holder of a Subordinated Security Bond or Subordinated Securities Bonds of the affected any such series for at least six months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee Trustee with respect to such seriesseries of Bonds. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrustee with respect to such series of Bonds. (cb) The Holders of a majority in aggregate principal amount of the Subordinated Securities Bonds at the time Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee Trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof delivering to the Trustee so removed, to the successor trustee Trustee so appointed and to the CompanyFunding Corporation and the Partnership, the evidence provided for in Section 10.1 of the action taken by the Holders. (c) If the Trustee shall resign, be removed or become incapable of acting or if a vacancy shall occur in the office of Trustee with respect to Bonds of any series for any cause, the Partnership may promptly appoint a successor Trustee or Trustees with respect to the applicable series of Bonds by written instrument, in duplicate, executed by Board Resolution of the Partnership, one copy each of which instruments shall be delivered to the former Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed with respect to a particular series and have accepted such appointment pursuant to Section 9.9 within 30 days after the mailing of such notice of resignation or removal, the former Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee at the sole cost and expense of the Funding Corporation and the Partnership, or any Holder who has been a bona fide Holder of a Bond or Bonds of the applicable series for at least six months may, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 7.10 9.8 shall become effective only upon acceptance of appointment by the successor trustee Trustee as provided in Section 7.119.9.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to any one or more or all series of Subordinated Securities by giving written notice of resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation resignation, to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) holders of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each that or those series affected at their last addresses as they shall appear on the registry booksSecurity Register. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority order of the Board of DirectorsTrustees, one copy of which instrument shall be delivered to the resigning Trustee trustee and one copy to the successor trustee or trusteestrustee. If no successor trustee shall ·have been so appointed with respect to any a particular series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six 6 months may·, subject to the provisions of Section 5.126.08, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case If at any time any of the following shall occurtime: (1) the Trustee shall fail to comply with the provisions of subsection (aSection 7.07(a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six 6 months; or, or 52 Exhibit 4.2.15.1 (2) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 7.08 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; , or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee with respect to the applicable series of Securities, and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the Board of Trustees of the Company, one copy of which instrument shall be delivered to the Trustee trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.116.08, any Subordinated Securityholder who has been a bona fide Holder holder of a Subordinated Security or Subordinated Securities of the affected any such series for at least six 6 months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteetrustee with respect to such series. (c) The Holders holders of a majority in aggregate principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) of any series at the time outstanding may at any time remove the Trustee with respect to that series and appoint with respect to such series a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof delivering to the Trustee trustee so removed, to the successor trustee so appointed and to the Company, the evidence provided for in Section 8.01 of the action taken by the Securityholders. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.117.10.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to any one or more or all series of Subordinated Securities Bonds by giving written notice of resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper of Bonds in the Borough of Manhattan, The City of New York, and at least once manner provided in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books1.6. Upon receiving such notice of resignation, the Company company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee trustee and one copy to the successor trustee or trusteestrustee. If no successor trustee shall have been so appointed with respect to any a particular series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security Bond or Subordinated Securities Bonds of the applicable series for at least six 6 months may, subject to the provisions requirements of Section 5.12315(e) of the Trust Indenture Act, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2i) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 10.7 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; Holder, or (3ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee with respect to the applicable series of Bonds, and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the Board of Directors of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteeTrustee, or, subject to the provisions requirements of Section 6.11315(e) of the Trust Indenture Act, any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security Bond or Subordinated Securities Bonds of the affected any such series for at least six 6 months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition petition, any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee Trustee with respect to such series. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrustee with respect to such series. (c) The Holders of a majority in aggregate principal amount of the Subordinated Securities Bonds of any series at the time Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee with respect to that series and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and series a successor Trustee by delivery thereof delivering to the Trustee so removed, to the successor trustee Trustee so appointed and to the Company, the evidence provided for in Section 11.1 of the action taken by the Holders. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 7.10 shall become effective only upon acceptance of appointment by the successor trustee Trustee as provided in Section 7.1110.9.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation to the Company Issuer and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper of Bonds in the Borough of Manhattan, The City of New York, and at least once manner provided in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee1.5. (b) In case at any time any of the following shall occuroccur with respect to the Bonds: (1) the Trustee shall fail to comply with the provisions of subsection (aSection 310(b) of Section 7.08 the Trust Indenture Act, after written request therefor thereafter by the Company Issuer or by any Subordinated Securityholder Security holder who has been a bona fide Holder of a Subordinated Security Bond or Subordinated Securities of the applicable series Bonds for at least six months; or, (2) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 9.7 and shall fail to resign after written request therefor by the Company Issuer or by any such Subordinated Securityholder; Holder of a Bond or Bonds, or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, (A) the Company Issuer may remove the Trustee Trustee, and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the CompanyBoard of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, or (B) subject to the provisions requirements of Section 6.11315(e) of the Trust Indenture Act, any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security Bond or Subordinated Securities of the affected series Bonds for at least six months may, on such Person's behalf and on behalf of himself Northeast Generation Company Indenture -------------------------------------- and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such seriesTrustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrustee. (c) The Holders of a majority in aggregate principal amount of the Subordinated Securities Bonds at the time Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee Trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof delivering to the Trustee so removed, to the successor trustee Trustee so appointed and to the CompanyIssuer, the evidence provided for in Section 10.1 of the action taken by the Holders, PROVIDED that unless a Default or Event of Default shall have occurred and be continuing, the Issuer shall consent (such consent not to be unreasonably withheld). (d) If the Trustee shall resign, be removed, or become incapable of acting or if a vacancy shall occur in the office of Trustee for any cause, the Issuer shall promptly appoint a successor Trustee by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the former Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted such appointment pursuant to Section 9.9 within 30 days after the mailing of such notice of resignation or removal, the former Trustee may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee, or any Holder who has been a bona fide Holder of a Bond or Bonds for at least six months may, subject to the requirements of Section 315(e) of the Trust Indenture Act, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee. (e) Any resignation or removal of the Trustee and any appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 7.10 shall become effective only upon acceptance of appointment by the successor trustee Trustee as provided in Section 7.119.9.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee Trustee or trustees Trustees hereafter appointed, may at any time resign with respect to any one or more or all series of Subordinated Securities by giving thirty days prior written notice of resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper of Securities in the Borough of Manhattan, The City of New York, and at least once manner provided in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books1.05. Upon receiving such notice of resignation, the Company shall use its commercially reasonable efforts to promptly appoint a successor trustee Trustee or trustees Trustees with respect to the applicable series by written instrument in duplicate, executed by authority order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trusteesTrustee. If no successor trustee Trustee shall have been so appointed with respect to any a particular series and have accepted appointment within 30 days after the mailing sending of such notice of resignation, the resigning trustee Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six 6 months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trusteeTrustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeTrustee. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2A) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; Holder, or (3B) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company upon thirty days prior written notice may remove the Trustee with respect to the applicable series of Securities and appoint a successor trustee Trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the CompanyBoard of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteeTrustee, or, subject to the provisions of Section 6.11, or any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected any such series for at least six 6 months may, on such Person's behalf and on an behalf of such Holder and all others similarly situated, petition petition, any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee Trustee with respect to such series. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrustee with respect to such series. (c) The Holders of a majority in aggregate principal amount of the Subordinated Outstanding Securities Outstanding (determined as provided in Section 8.04) of any series may at any time upon thirty days prior written notice remove the Trustee with respect to that series and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and series a successor Trustee by delivery thereof delivering to the Trustee so removed, to the successor trustee Trustee so appointed and to the Company, the evidence provided for in Section 9.01 of the action taken by the Holders. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 7.10 shall become effective only upon acceptance of appointment by the successor trustee Trustee as provided in Section 7.11.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, Trustee or any trustee or trustees successor hereafter appointed, may at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation thereof to the Company and (i) if any Unregistered Subordinated Securities to the holders of a series affected are the Notes then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such the notice of resignationresignation of the Trustee, the Company shall shall, subject to Subsection (c) of this Section 8.09, promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one a Company Order. One copy of which instrument such Company Order shall be delivered to the resigning Trustee, one copy to the successor Trustee and one copy to the successor trustee or trusteeseach Noteholder. If no instrument of acceptance by a successor trustee Trustee shall have been so appointed with respect delivered to any series and have accepted appointment the resigning Trustee within 30 60 days after the mailing giving of such notice of resignation, the resigning trustee Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Subordinated Securityholder Noteholder who has been a bona fide Holder holder of a Subordinated Security Note or Subordinated Securities of the applicable series Notes for at least six months may, subject to the provisions of Section 5.12, may on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trusteeTrustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeTrustee. (b) In case If at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 8.08 and shall fail to resign after written request therefor by the Company or by any such Subordinated SecurityholderNoteholder; or (32) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee Trustee by written instrument executed by an authorized officer of the CompanyCompany Order, one copy of which instrument such Company Order shall be delivered to the Trustee so removed and removed, one copy to the successor trusteeTrustee and one copy to each Noteholder, or, subject to the provisions of Section 6.11, or any Subordinated Securityholder Noteholder who has been a bona fide Holder holder of a Subordinated Security Note or Subordinated Securities of the affected series Notes for at least six months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect Trustee, PROVIDED that if a Default or Event of Default shall have occurred and be continuing, the holders of at least a majority in aggregate principal amount of the Notes then Outstanding shall have the sole right and responsibility to such seriesappoint a successor Trustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrustee. (c) The Holders holders of at least a majority in aggregate principal amount of the Subordinated Securities Notes then Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee by written instrument Trustee, PROVIDED that if no Default or instruments signed by Event of Default shall have occurred and be continuing at the time such Holders or their attorneys-in-fact duly authorized, or by the affidavits holders of the permanent chairman and secretary of Notes so appoint a meeting successor Trustee, the concurrence of the Subordinated Securityholders evidencing Company in the vote upon a resolution selection of such successor Trustee shall be required. Provided no Default or resolutions submitted thereto with respect to such removal Event of Default shall have occurred and appointment (as provided in Article Nine)be continuing, and by delivery thereof to the Company may remove the Trustee so removed, to the and appoint a successor trustee upon the terms and conditions contained in this Indenture. If a Default or Event of Default shall have occurred and be continuing at the time the holders of at least a majority in aggregate principal amount of the Notes then Outstanding wish to appoint a successor trustee, then such holders shall have the sole right and responsibility to appoint such successor Trustee without the approval of the Company. (d) Any No resignation or removal of the Trustee and any no appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 7.10 8.09 shall become effective upon until the acceptance of appointment by the successor trustee Trustee as provided in Section 7.118.10.

Resignation and Removal of Trustee; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 7.11. The Trustee, or any trustee or trustees hereafter appointed, Trustee may resign at any time resign with respect to the Securities of one or more or all series of Subordinated Securities by giving written notice of resignation thereof to the Company and (i) if any Unregistered Subordinated Securities Company. If the instrument of acceptance by a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if successor Trustee required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who 7.11 shall not have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished been delivered to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing giving of such notice of resignation, the resigning trustee may Trustee may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor trustee, or Trustee with respect to the Securities of such series. The Trustee may be removed at any Subordinated Securityholder who has been a bona fide Holder time with respect to the Securities of any series by Act of the Holders of a Subordinated Security or Subordinated majority in principal amount of the Outstanding Securities of such series, delivered to the applicable series for at least six months Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 7.11 shall not have been delivered to the Trustee within 30 days after the Trustee’s receipt of such notice of removal, the departing Trustee may, subject to at the provisions expense of Section 5.12, on behalf of himself and all others similarly situatedthe Company, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after Trustee with respect to the Securities of such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeseries. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series for at least six months may, on such Person's ’s behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-—in-—fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the Company. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series for at least six months may, on such Person's ’s behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-—in-—fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the Company. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation to the Company Issuer and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper Noteholders in the Borough of Manhattan, The City of New York, and at least once manner provided in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee13.04. (b) In case at any time any of the following shall occuroccur with respect to any Notes: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2i) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 6.07 or Section 6.08 and shall fail to resign after written request therefor by the Company Issuer or by any such Subordinated SecurityholderNoteholder; or (3ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, (A) the Company Issuer may remove the Trustee Trustee, and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the CompanyBoard of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, or (B) any Subordinated Securityholder Noteholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series protected Noteholder for at least six months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such seriesTrustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrustee. (c) The Holders of a majority in principal amount Majority Noteholders of the Subordinated Securities Notes at the time Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee Trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof delivering to the Trustee so removed, to the successor trustee Trustee so appointed and to the CompanyIssuer, the evidence provided for in Section 7.01 of the action taken by the Noteholders, provided, that unless a Default or Event of Default shall have occurred and be continuing, the Issuer consents (such consent not to be unreasonably withheld). (d) If the Trustee shall resign, be removed, or become incapable of acting or if a vacancy shall occur in the office of the Trustee with respect to the Notes for any cause, the Issuer shall promptly appoint a successor Trustee or Trustees by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the former Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted such appointment pursuant to Section 6.10 within 3 days after the mailing of such notice of resignation or removal, the former Trustee may, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee, or any Noteholder who has been a bona fide Noteholder for at least six months may, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee. (e) Any resignation or removal of the Trustee and any appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 7.10 shall become effective only upon acceptance of appointment by the successor trustee Trustee as provided in Section 7.116.10.

Resignation and Removal of Trustee; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the Successor Trustee in accordance with the applicable requirement of Section 7.12. (b) The Trustee, or any trustee or trustees hereafter appointed, Trustee may resign at any time resign with respect to the Securities of one or more or all series of Subordinated Securities by giving written notice of resignation thereof to the Company and (i) if any Unregistered Subordinated Securities Company. If the instrument of acceptance by a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if successor Trustee required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who 7.12 shall not have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished been delivered to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing giving of such notice of resignation, the resigning trustee Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or Trustee with respect to the Securities of such series at the expense of the Company. (c) The Trustee may be removed at any Subordinated Securityholder who has been a bona fide Holder time with respect to the Securities of any series by the Holders of a Subordinated Security or Subordinated majority in aggregate principal amount of the Securities of such series then Outstanding by written notice delivered to the applicable series for at least six months Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 7.12 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may, subject to at the provisions expense of Section 5.12, on behalf of himself and all others similarly situatedthe Company, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after Trustee with respect to the Securities of such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeseries. (bd) In case If, at any time any of the following shall occur:time, (1) the Trustee shall fail to comply with Section 7.09(a) with respect to the provisions Securities of subsection (a) of Section 7.08 any series after written request therefor by the Company or by any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable such series for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 7.10 and shall fail to resign after written request therefor by the Company or by any such Subordinated SecurityholderHolder; or (3) the Trustee shall become incapable of acting, acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, case (i) the Company by a Certified Board Resolution may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer with respect to all Securities of the Companyany or all series, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, as appropriate or (ii) subject to the provisions of Section 6.116.14, any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the an affected series for at least six months may, on such Person's behalf and on behalf of such Holder and all others other Holders similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee Trustee or Trustees. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to such the Securities of one or more series. Such court may thereupon, after such noticethe Company, if anyby a Certified Board Resolution, as it may deem proper and prescribe, remove the Trustee and shall promptly appoint a successor trustee. Trustee or Trustees with respect to the Securities of such series (cit being understood that any such successor Trustee may be appointed with respect to other Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) The and shall comply with the applicable requirements of Section 7.12. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by act of the Holders of a majority in aggregate principal amount of the Subordinated Securities of such series then Outstanding (determined as provided delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 8.04) may at any time remove 7.12, become the successor Trustee and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to the Securities of such removal series and appointment (as provided in Article Nine), and to that extent supersede the successor Trustee appointed by delivery thereof the Company with respect to the Securities of such series. If no successor Trustee so removed, with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 7.12, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of such Holder and all other Holders similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee and Trustee with respect to the CompanySecurities of such series. (df) Any The Company shall give notice of each resignation or and each removal of the Trustee with respect to the Securities of any series and any each appointment of a successor trustee Trustee with respect to the Securities of any series (i) if any unregistered Securities of any affected series are then Outstanding, to the Holders thereof by publication of such notice at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, (ii) if any unregistered Securities of any affected series are then Outstanding, to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 5.04 by mailing such notice to such Holders at such addresses (and the Trustee shall make such addresses available to the Company for such purpose) and (iii) if any registered Securities of any affected series are then Outstanding, to the provisions of this Section 7.10 Holders thereof by mailing such notice to such Holders at their addresses as they shall become effective upon appear on the Security Register. If the Company shall fail to give such notice within 10 days after acceptance of appointment by the successor trustee as provided in Section 7.11Trustee, the successor Trustee shall cause such notice to be given at the expense of the Company. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

Resignation and Removal of Trustee; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Trustee under Section 6.10. The Trusteeindemnifications in favor of the Trustee in Section 6.07 shall survive any resignation or removal (to the extent of any indemnified liabilities, costs, expenses and other amounts arising or incurred prior to, or any trustee arising out of actions or trustees hereafter appointedomissions occurring prior to, such resignation or removal). (b) The Trustee may resign at any time resign with respect to one or more or all series of Subordinated Securities by giving 30 days prior written notice of resignation thereof to the Company Issuer, the Noteholders, the Collateral Manager and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry booksRating Agency. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series Trustee by written instrument instrument, in duplicate, executed by authority an Authorized Officer of the Board Issuer on behalf of Directorsthe Issuer, one original copy of which instrument shall be delivered to the Trustee so resigning Trustee and one original copy to the successor trustee or trusteesTrustee, together with a copy to each Noteholder, the Collateral Manager and each Rating Agency; provided that such successor Trustee shall be appointed only upon the written consent of a Majority of the Controlling Class and the Collateral Manager. If no successor trustee Trustee shall have been so appointed with respect and an instrument of acceptance by a successor Trustee shall not have been delivered to any series and have accepted appointment the resigning Trustee within 30 days after the mailing giving of such notice of resignation, the resigning trustee may Trustee or any Holder of a Note, may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee, or Trustee. (c) The Trustee may be removed without cause at any Subordinated Securityholder who has been time by a bona fide Holder of a Subordinated Security or Subordinated Securities Majority of the applicable series for at least six months may, subject Controlling Class upon 30 days written notice thereof to the provisions Trustee, the Issuer, each Rating Agency and the Collateral Manager. In the event that the Trustee is removed without cause, the successor trustee shall bear any costs related to the transfer of Section 5.12, on behalf of himself and all others similarly situated, petition any responsibilities hereunder to such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (bd) In case at any time If ▇▇▇▇▇ Fargo Bank, National Association resigns or is removed as the Trustee pursuant to Sections 6.09(b) or 6.09(c) above, ▇▇▇▇▇ Fargo Bank, National Association shall be removed in all other capacities in which it serves under any of the following shall occurTransaction Documents. (e) If at any time: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2i) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 6.08 and shall fail to resign after written request therefor by the Company Issuer or by any such Subordinated SecurityholderNoteholder; or (3ii) the Trustee shall become incapable of acting, acting or shall be adjudged a bankrupt or insolvent, insolvent or a receiver or liquidator of the Trustee or of its property shall be appointed, appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such casecase (subject to Section 6.09(a)), (x) the Company Issuer, by Issuer Order, may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer of the CompanyTrustee, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, or (y) subject to the provisions of Section 6.115.16, any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series for at least six months Noteholder may, on such Person's behalf and on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove Trustee. (f) If the Trustee and shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Trustee for any cause, the Issuer, by Issuer Order, shall promptly appoint a successor trusteeTrustee. If the Issuer shall fail to appoint a successor Trustee within 60 days after such resignation, removal or incapability or the occurrence of such vacancy, a successor Trustee may be appointed by a Majority of the Controlling Class by notice delivered to the Issuer and the retiring Trustee. The successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede any successor Trustee proposed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or such Holders and shall have accepted appointment in the manner hereinafter provided, subject to Section 5.16, any Holder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (cg) The Holders Issuer shall give prompt notice of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee each resignation and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the Company. (d) Any resignation or each removal of the Trustee and any each appointment of a successor trustee pursuant Trustee by mailing written notice of such event by first-class mail, postage prepaid, to any each Rating Agency, the Collateral Manager and to the Holders of the provisions Notes as their names and addresses appear in the Note Register. Each notice shall include the name of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11Trustee and the address of its Corporate Trust Office.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper of Notes in the Borough of Manhattan, The City of New York, and at least once manner provided in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee1.5. (b) In case at any time any of the following shall occuroccur with respect to the Notes: (1) the Trustee shall fail to comply with the provisions of subsection (aSection 310(b) of Section 7.08 the Trust Indenture Act, after written request therefor thereafter by the Company or by any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security Note or Subordinated Securities of the applicable series Notes for at least six months; or, (2) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 8.7 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; Holder of a Note or Notes, or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, (A) the Company may remove the Trustee Trustee, and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the Board of Directors of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, or (B) subject to the provisions requirements of Section 6.11315(e) of the Trust Indenture Act, any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security Note or Subordinated Securities of the affected series Notes for at least six months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such seriesTrustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrustee. (c) The Holders of a majority in aggregate principal amount of the Subordinated Securities Notes at the time Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee Trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof delivering to the Trustee so removed, to the successor trustee Trustee so appointed and to the Company, written evidence of the action taken by the Holders, provided that unless a Default or Event of Default shall have occurred and be continuing, the Company shall consent to such actions (such consent not to be unreasonably withheld); and provided, further that if a Default or Event of Default shall have occurred and be continuing the Company shall, without further action by the Company, be deemed to have consented to such actions. (d) If the Trustee shall resign, be removed, or become incapable of acting or if a vacancy shall occur in the office of Trustee for any cause, the Company shall promptly appoint a successor Trustee by written instrument, in duplicate, executed by order of the Board of Directors of the Company, one copy of which instrument shall be delivered to the former Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted such appointment pursuant to Section 8.9 within 30 days after the mailing of such notice of resignation or removal, the former Trustee may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee, or any Holder who has been a bona fide Holder of a Note or Notes for at least six months may, subject to the requirements of Section 315(e) of the Trust Indenture Act, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor T▇▇▇▇▇▇. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee. (e) Any resignation or removal of the Trustee and any appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 7.10 shall become effective only upon acceptance of appointment by the successor trustee Trustee as provided in Section 7.118.9.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to any one or more or all series of Subordinated Securities Bonds by giving written notice of resignation to the Company Issuer and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper of Bonds in the Borough of Manhattan, The City of New York, and at least once manner provided in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee1.5. (b) In case at any time any of the following shall occuroccur with respect to any series of Bonds: (1) the Trustee shall fail to comply with the provisions of subsection (aSection 310(b) of Section 7.08 the Trust Indenture Act, after written request therefor thereafter by the Company Issuer or by any Subordinated Securityholder Security holder who has been a bona fide Holder of a Subordinated Security Bond or Subordinated Securities of the applicable series Bonds for at least six months; or, (2) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 11.7 and shall fail to resign after written request therefor by the Company Issuer or by any Holder of a Bond or Bonds of such Subordinated Securityholder; Series, or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, (A) the Company Issuer may remove the Trustee with respect to the applicable series of Bonds, and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the CompanyBoard of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, or (B) subject to the provisions requirements of Section 6.11315(e) of the Trust Indenture Act, any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security Bond or Subordinated Securities Bonds of the affected any such series for at least six months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee Trustee with respect to such seriesseries of Bonds. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrustee with respect to such series of Bonds. (c) The Holders of a majority in aggregate principal amount of the Subordinated Securities Bonds at the time Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee Trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof delivering to the Trustee so removed, to the successor trustee Trustee so appointed and to the CompanyIssuer, the evidence provided for in Section 11.1 of the action taken by the Holders, provided that unless a Default or Event of Default shall have occurred and be continuing, the Issuer shall consent (such consent not to be unreasonably withheld). (d) If the Trustee shall resign, be removed, or become incapable of acting or if a vacancy shall occur in the office of Trustee with respect to Bonds of any series for any cause, the Issuer shall promptly appoint a successor Trustee or Trustees with respect to the applicable series of Bonds by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the former Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed with respect to a particular series and have accepted such appointment pursuant to Section 11.9 within 30 days after the mailing of such notice of resignation or removal, the former Trustee may petition any NRG Northeast Generating Indenture ---------------------------------- court of competent jurisdiction for the appointment of a successor Trustee, or any Holder who has been a bona fide Holder of a Bond or Bonds of the applicable series for at least six months may, subject to the requirements of Section 315(e) of the Trust Indenture Act, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee. (e) Any resignation or removal of the Trustee and any appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 7.10 shall become effective only upon acceptance of appointment by the successor trustee Trustee as provided in Section 7.1111.9.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee Trustee or trustees Trustees hereafter appointed, may at any time resign with respect to any one or more or all series of Subordinated Securities by giving 30 days prior written notice of resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper of Securities in the Borough of Manhattan, The City of New York, and at least once manner provided in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books1.05. Upon receiving such notice of resignation, the Company shall use its commercially reasonable efforts to promptly appoint a successor trustee Trustee or trustees Trustees with respect to the applicable series by written instrument in duplicate, executed by authority order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trusteesTrustee. If no successor trustee Trustee shall have been so appointed with respect to any a particular series and have accepted appointment within 30 days after the mailing sending of such notice of resignation, the resigning trustee Trustee may petition petition, at the expense of the Issuers, any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six 6 months may, subject to the provisions of Section 5.12, on behalf of himself such ▇▇▇▇▇▇ and all others similarly situated, petition any such court for the appointment of a successor trusteeTrustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeTrustee. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; Holder, or (32) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, commence a voluntary bankruptcy proceeding, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company upon 30 days prior written notice may remove the Trustee with respect to the applicable series of Securities and appoint a successor trustee Trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the CompanyBoard of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteeTrustee, or, subject to the provisions of Section 6.11, or any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected any such series for at least six 6 months may, on such Person's behalf and on behalf of such Holder and all others similarly situated, petition petition, any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee Trustee with respect to such series. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrustee with respect to such series. (c) The Holders of a majority in aggregate principal amount of the Subordinated Outstanding Securities Outstanding (determined as provided in Section 8.04) of any series may at any time upon 30 days prior written notice remove the Trustee with respect to that series and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and series a successor Trustee by delivery thereof delivering to the Trustee so removed, to the successor trustee Trustee so appointed and to the Company, the evidence provided for in Section 9.01 of the action taken by the Holders, unless within 10 days after notice to the Company of such nomination, the Company object thereto, in which case, the Company so removed or any Holder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, on behalf of himself and all others similarly situated, and at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 7.10 shall become effective only upon acceptance of appointment by the successor trustee Trustee as provided in Section 7.11.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee Trustee or trustees Trustees hereafter appointed, may at any time resign with respect to any one or more or all series of Subordinated Securities by giving thirty days prior written notice of resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper of Securities in the Borough of Manhattan, The City of New York, and at least once manner provided in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books1.05. Upon receiving such notice of resignation, the ACTIVE 255643008v.4 Company shall use its commercially reasonable efforts to promptly appoint a successor trustee Trustee or trustees Trustees with respect to the applicable series by written instrument in duplicate, executed by authority order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trusteesTrustee. If no successor trustee Trustee shall have been so appointed with respect to any a particular series and have accepted appointment within 30 days after the mailing sending of such notice of resignation, the resigning trustee Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six 6 months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trusteeTrustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeTrustee. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2A) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; Holder, or (3B) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company upon thirty days prior written notice may remove the Trustee with respect to the applicable series of Securities and appoint a successor trustee Trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the CompanyBoard of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteeTrustee, or, subject to the provisions of Section 6.11, or any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected any such series for at least six 6 months may, on such Person's behalf and on an behalf of such Holder and all others similarly situated, petition petition, any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee Trustee with respect to such series. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrustee with respect to such series. (c) The Holders of a majority in aggregate principal amount of the Subordinated Outstanding Securities Outstanding (determined as provided in Section 8.04) of any series may at any time upon thirty days prior written notice remove the Trustee with respect to that series and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and series a successor Trustee by delivery thereof delivering to the Trustee so removed, to the successor trustee Trustee so appointed and to the Company, the evidence provided for in Section 9.01 of the action taken by the Holders. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 7.10 shall become effective only upon acceptance of appointment by the successor trustee Trustee as provided in Section 7.11.

Resignation and Removal of Trustee; Appointment of Successor. (aA) The Trustee, or any trustee Trustee or trustees Trustees hereafter appointed, may at any time resign with respect to any one or more or all series of Subordinated Securities by giving written notice of resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, the Guarantor and by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper of Securities in the Borough of Manhattan, The City of New York, and at least once manner provided in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books1.04. Upon receiving such notice of resignation, the Company shall use its commercially reasonable efforts to promptly appoint a successor trustee Trustee or trustees Trustees with respect to the applicable series by written instrument in duplicate, executed by authority order of the Board of DirectorsDirectors of the Company, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trusteesTrustee. If no successor trustee Trustee shall have been so appointed with respect to any a particular series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six 6 months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trusteeTrustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeTrustee. (bB) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2i) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 7.08 and shall fail to resign after written request therefor by the Company Company, the Guarantor or by any such Subordinated Securityholder; Holder, or (3ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company or the Guarantor may remove the Trustee with respect to the applicable series of Securities and appoint a successor trustee Trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the CompanyBoard of Directors of the Company or the Guarantor, as the case may be, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteeTrustee, or, subject to the provisions of Section 6.11, or any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected any such series for at least six 6 months may, on such Person's behalf and on an behalf of himself and all others similarly situated, petition petition, any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee Trustee with respect to such series. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrustee with respect to such series. (cC) The Holders of a majority in aggregate principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) of any series at the time outstanding may at any time remove the Trustee with respect to that series and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and series a successor Trustee by delivery thereof delivering to the Trustee so removed, to the successor trustee Trustee so appointed and to the CompanyCompany and the Guarantor, the evidence provided for in Section 8.01 of the action taken by the Holders. (dD) Any resignation or removal of the Trustee and any appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 7.10 7.09 shall become effective only upon acceptance of appointment by the successor trustee Trustee as provided in Section 7.117.10.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation to the Company Issuer and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper Noteholders in the Borough of Manhattan, The City of New York, and at least once manner provided in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee14.4. (b) In case at any time any of the following shall occuroccur with respect to any Notes: (1i) the Trustee shall fail to comply with the provisions of subsection (aSection 310(b) of Section 7.08 the Trust Indenture Act, after written request therefor thereafter by the Company Issuer or by any Subordinated Securityholder Noteholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series Noteholder for at least six months; or, (2ii) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 8.7 and shall fail to resign after written request therefor therefore by the Company Issuer or by any such Subordinated Securityholder; Noteholder, or (3iii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, (A) the Company Issuer may remove the Trustee Trustee, and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the CompanyBoard of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, or (B) subject to the provisions requirements of Section 6.11315(e) of the Trust Indenture Act, any Subordinated Securityholder Noteholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series Noteholder for at least six months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such seriesTrustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrustee. (c) The Holders of a majority in principal amount of Majority Noteholders at the Subordinated Securities time Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee Trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof delivering to the Trustee so removed, to the successor trustee Trustee so appointed and to the CompanyIssuer, the evidence provided for in Section 8.1 of the action taken by the Noteholders, provided that unless a Default or Event of Default shall have occurred and be continuing, the Issuer shall consent (such consent not to be unreasonably withheld). (d) If the Trustee shall resign, be removed, or become incapable of acting or if a vacancy shall occur in the office of Trustee with respect to the Notes for any cause, the Issuer shall promptly appoint a successor Trustee or Trustees by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the former Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted such appointment pursuant to Section 8.9 within 30 days after the mailing of such notice of resignation or removal, the former Trustee may, at the Issuer's expense, petition any court of competent jurisdiction for the appointment of a successor Trustee, or any Noteholder who has been a bona fide Noteholder for at least six months may, subject to the requirements of Section 315(e) of the Trust Indenture Act, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee. (e) Any resignation or removal of the Trustee and any appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 7.10 shall become effective only upon acceptance of appointment by the successor trustee Trustee as provided in Section 7.118.9.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation to the Company Issuer and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper Noteholders in the Borough of Manhattan, The City of New York, and at least once manner provided in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee13.4. (b) In case at any time any of the following shall occuroccur with respect to any Notes: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2i) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 6.7 or Section 6.8 and shall fail to resign after written request therefor by the Company Issuer or by any such Subordinated SecurityholderNoteholder; or (3ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, (A) the Company Issuer may remove the Trustee Trustee, and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the CompanyBoard of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, or (B) any Subordinated Securityholder Noteholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series protected Noteholder for at least six months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such seriesTrustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrustee. (c) The Holders of a majority in principal amount Majority Noteholders of the Subordinated Securities Notes at the time Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee Trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof delivering to the Trustee so removed, to the successor trustee Trustee so appointed and to the CompanyIssuer, the evidence provided for in Section 7.1 of the action taken by the Noteholders, provided, that unless a Default or Event of Default shall have occurred and be continuing, the Issuer shall consent (such consent not to be unreasonably withheld). (d) If the Trustee shall resign, be removed, or become incapable of acting or if a vacancy shall occur in the office of the Trustee with respect to the Notes for any cause, the Issuer shall promptly appoint a successor Trustee or Trustees by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the former Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted such appointment pursuant to Section 6.10 within 3 days after the mailing of such notice of resignation or removal, the former Trustee may, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee, or any Noteholder who has been a bona fide Noteholder for at least six months may, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee. (e) Any resignation or removal of the Trustee and any appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 7.10 shall become effective only upon acceptance of appointment by the successor trustee Trustee as provided in Section 7.116.10.

Resignation and Removal of Trustee; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article 7 shall become effective until the acceptance of appointment by the successor Trustee under Section 7.11. (b) The Trustee, or any trustee or trustees hereafter appointed, Trustee may resign at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation thereof to the Company and (i) if any Unregistered Subordinated Securities Company. If an instrument of acceptance by a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who successor Trustee shall not have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished been delivered to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing giving of such notice of resignation, the resigning trustee Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or Trustee. (c) The Trustee may be removed at any Subordinated Securityholder who has been a bona fide Holder time by act of the holders of a Subordinated Security or Subordinated Securities majority in principal amount of the applicable series for at least six months mayoutstanding Notes, subject delivered to the provisions Trustee and the Company. If an instrument of Section 5.12acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, on behalf of himself and all others similarly situated, the Trustee being removed may petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trusteesuccessor. (bd) In case If at any time any of the following shall occurtime: (1i) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder Noteholder who has been a bona fide Holder holder of a Subordinated Security or Subordinated Securities of the applicable series Note for at least six months; , or (2ii) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; Noteholder, or (3iii) the Trustee shall become incapable of acting, acting or shall be adjudged a bankrupt or insolvent, insolvent or a receiver of the Trustee or of its property shall be appointed, appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, 40 then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the CompanyBoard of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.116.08, any Subordinated Securityholder Noteholder who has been a bona fide Holder holder of a Subordinated Security Note or Subordinated Securities of the affected series Notes for at least six (6) months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (ce) The Holders If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a resolution of the Board of Directors, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by act of the holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove outstanding Notes delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and appoint supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the holders and accepted appointment in the manner hereinafter provided, any Noteholder who has been a bona fide holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the CompanyTrustee. (df) Any The Company shall give notice of each resignation or and each removal of the Trustee and any each appointment of a successor trustee pursuant Trustee to any of all holders in the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as manner provided in Section 7.1115.03. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to any one or more or all series of Subordinated Securities by giving written notice of resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation resignation, to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) holders of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each that or those series affected at their last addresses as they shall appear on the registry booksSecurity Register. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee trustee and one copy to the successor trustee or trusteestrustee. If no successor trustee shall have been so appointed with respect to any a particular series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six 6 months may, subject to the provisions of Section 5.126.08, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case If at any time any of the following shall occurtime: (1) the Trustee shall fail to comply with the provisions of subsection (aSection 7.07(a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six 6 months; , or (2) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 7.08 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; , or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee with respect to the applicable series of Securities, and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the Board of Directors of the Company, one copy of which instrument shall be delivered to the Trustee trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.116.08, any Subordinated Securityholder who has been a bona fide Holder holder of a Subordinated Security or Subordinated Securities of the affected any such series for at least six 6 months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteetrustee with respect to such series. (c) The Holders holders of a majority in aggregate principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) of any series at the time outstanding may at any time remove the Trustee with respect to that series and appoint with respect to such series a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof delivering to the Trustee trustee so removed, to the successor trustee so appointed and to the Company, the evidence provided for in Section 8.01 of the action taken by the Securityholders. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.117.10.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, Trustee may resign at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice to Company, which shall be effective 30 days after receipt of resignation to such notice unless the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to agree otherwise. If the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected resigns at their addresses as they shall appear on the registry books. Upon receiving such notice of resignationany time after a Change in Control, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series Trustee which must be approved by written instrument a majority of all Trust beneficiaries then in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeexistence. (b) In case at any time any of the following shall occur: (1) the The Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor may be removed by the Company on 30 days' notice or upon shorter notice accepted by any Subordinated Securityholder who has been the Trustee; provided that, after a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2) Change in Control, the Trustee shall cease to may not be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written request therefor removed by the Company or unless such removal is approved by any such Subordinated Securityholder; or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series for at least six months may, on such Person's behalf and on behalf majority of all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrust beneficiaries then in existence. (c) The Holders of Any successor Trustee may be a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) bank trust department or other party that may at any time remove the Trustee and appoint a successor be granted corporate trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the Company. (d) Any powers under state law. Upon resignation or removal of the Trustee and any appointment of a successor trustee pursuant Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within 30 days after receipt of notice of resignation, removal or transfer, unless the Company extends the time limit; provided that after a Change in Control any extension must be approved by a majority of all Trust beneficiaries then in existence. (d) A successor Trustee must be appointed by the effective date of resignation or removal of the provisions original Trustee. If no such appointment has been made, the original Trustee may apply to a court of this Section 7.10 competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall become effective upon acceptance be allowed as administrative expenses of appointment by the Trust. (e) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 5, 7 and 8 hereof. The successor Trustee shall not be responsible for and the Company shall indemnify and defend the successor trustee as provided in Section 7.11Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation to the Company Issuer and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper Noteholders in the Borough of Manhattan, The City of New York, and at least once manner provided in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee14.5. (b) In case at any time any of the following shall occuroccur with respect to any Notes: (1i) the Trustee shall fail to comply with the provisions of subsection (aSection 310(b) of Section 7.08 the Trust Indenture Act, after written request therefor thereafter by the Company Issuer or by any Subordinated Securityholder Noteholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series Noteholder for at least six months; or, (2ii) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 8.7 and shall fail to resign after written request therefor therefore by the Company Issuer or by any such Subordinated Securityholder; Noteholder, or (3iii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, (A) the Company Issuer may remove the Trustee Trustee, and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the CompanyBoard of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, or (B) subject to the provisions requirements of Section 6.11315(e) of the Trust Indenture Act, any Subordinated Securityholder Noteholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series Noteholder for at least six months may, on such Person's behalf and on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such seriesTrustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrustee. (c) The Holders of a majority in principal amount of Majority Noteholders at the Subordinated Securities time Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee Trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof delivering to the Trustee so removed, to the successor trustee Trustee so appointed and to the CompanyIssuer, the evidence provided for in Section 8.1 of the action taken by the Noteholders, provided that unless a Default or Event of Default shall have occurred and be continuing, the Issuer shall consent (such consent not to be unreasonably withheld). (d) If the Trustee shall resign, be removed, or become incapable of acting or if a vacancy shall occur in the office of Trustee with respect to the Notes for any cause, the Issuer shall promptly appoint a successor Trustee or Trustees by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the former Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted such appointment pursuant to Section 8.9 within 30 days after the mailing of such notice of resignation or removal, the former Trustee may, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee, or any Noteholder who has been a bona fide Noteholder for at least six months may, subject to the requirements of Section 315(e) of the Trust Indenture Act, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee. (e) Any resignation or removal of the Trustee and any appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 7.10 shall become effective only upon acceptance of appointment by the successor trustee Trustee as provided in Section 7.118.9.

Resignation and Removal of Trustee; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the Successor Trustee in accordance with the applicable requirement of Section 7.12. (b) The Trustee, or any trustee or trustees hereafter appointed, Trustee may resign at any time resign with respect to the Securities of one or more or all series of Subordinated Securities by giving written notice of resignation thereof to the Company and (i) if any Unregistered Subordinated Securities Company. If the instrument of acceptance by a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if successor Trustee required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who 7.12 shall not have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished been delivered to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing giving of such notice of resignation, the resigning trustee may Trustee may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor trustee, or Trustee with respect to the Securities of such series. (c) The Trustee may be removed at any Subordinated Securityholder who has been a bona fide Holder time with respect to the Securities of any series by the Holders of a Subordinated Security or Subordinated majority in aggregate principal amount of the Securities of such series then Outstanding by written notice delivered to the applicable series for at least six months Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 7.12 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may, subject to at the provisions expense of Section 5.12, on behalf of himself and all others similarly situatedthe Company, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after Trustee with respect to the Securities of such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeseries. (bd) In case If, at any time any of the following shall occur:time, (1) the Trustee shall fail to comply with Section 7.09(a) with respect to the provisions Securities of subsection (a) of Section 7.08 any series after written request therefor by the Company or by any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable such series for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 7.10 and shall fail to resign after written request therefor by the Company or by any such Subordinated SecurityholderHolder; or (3) the Trustee shall become incapable of acting, acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, case (i) the Company by a Certified Board Resolution may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer with respect to all Securities of the Companyany or all series, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, as appropriate or (ii) subject to the provisions of Section 6.116.14, any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the an affected series for at least six months may, on such Person's behalf and on behalf of such Holder and all others other Holders similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee Trustee or Trustees. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to such the Securities of one or more series. Such court may thereupon, after such noticethe Company, if anyby a Certified Board Resolution, as it may deem proper and prescribe, remove the Trustee and shall promptly appoint a successor trustee. Trustee or Trustees with respect to the Securities of such series (cit being understood that any such successor Trustee may be appointed with respect to other Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) The and shall comply with the applicable requirements of Section 7.12. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by act of the Holders of a majority in aggregate principal amount of the Subordinated Securities of such series then Outstanding (determined as provided delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 8.04) may at any time remove 7.12, become the successor Trustee and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to the Securities of such removal series and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to that extent supersede the successor trustee and to the Company. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment appointed by the successor trustee as provided in Section 7.11.Company with respect to the

Resignation and Removal of Trustee; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11. The Trustee, or any trustee or trustees hereafter appointed, Trustee may resign at any time resign with respect to the Securities of one or more or all series of Subordinated Securities by giving written notice of resignation thereof to the Company and (i) if any Unregistered Subordinated Securities Company. If the instrument of acceptance by a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if successor Trustee required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who 7.11 shall not have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished been delivered to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing giving of such notice of resignation, the resigning trustee may Trustee may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor trustee, or Trustee with respect to the Securities of such series. The Trustee may be removed at any Subordinated Securityholder who has been a bona fide Holder time with respect to the Securities of any series by Act of the Holders of a Subordinated Security or Subordinated majority in principal amount of the Outstanding Securities of such series, delivered to the applicable series for at least six months Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the Trustee’s receipt of such notice of removal, the departing Trustee may, subject to at the provisions expense of Section 5.12, on behalf of himself and all others similarly situatedthe Company, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after Trustee with respect to the Securities of such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeseries. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; or (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument executed by an authorized officer of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series for at least six months may, on such Person's ’s behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the Company. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.

Resignation and Removal of Trustee; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article VII shall become effective until the acceptance of appointment by the successor Trustee under Section 7.11. (b) The Trustee, or any trustee or trustees hereafter appointed, Trustee may resign at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation thereof to the Company and (i) if any Unregistered Subordinated Securities Company. If an instrument of acceptance by a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who successor Trustee shall not have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished been delivered to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing giving of such notice of resignation, the resigning trustee Trustee may petition petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor trustee, or Trustee. (c) The Trustee may be removed at any Subordinated Securityholder who has been a bona fide Holder time by act of the holders of a Subordinated Security or Subordinated Securities majority in principal amount of the applicable series for at least six months mayoutstanding Notes, subject delivered to the provisions Trustee and the Company. If an instrument of Section 5.12acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, on behalf the Trustee being removed may petition, at the expense of himself and all others similarly situatedthe Company, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trusteesuccessor. (bd) In case If at any time any of the following shall occurtime: (1i) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder Noteholder who has been a bona fide Holder holder of a Subordinated Security or Subordinated Securities of the applicable series Note for at least six months; , or (2ii) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; Noteholder, or (3iii) the Trustee shall become incapable of acting, acting or shall be adjudged a bankrupt or insolvent, insolvent or a receiver of the Trustee or of its property shall be appointed, appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the CompanyBoard of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.116.08, any Subordinated Securityholder Noteholder who has been a bona fide Holder holder of a Subordinated Security Note or Subordinated Securities of the affected series Notes for at least six (6) months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (ce) The Holders If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a resolution of the Board of Directors, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by act of the holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove outstanding Notes delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and appoint supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the holders and accepted appointment in the manner hereinafter provided, any Noteholder who has been a bona fide holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the CompanyTrustee. (df) Any The Company shall give notice of each resignation or and each removal of the Trustee and any each appointment of a successor trustee pursuant Trustee to any of all holders in the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as manner provided in Section 7.1116.03. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. (g) Notwithstanding replacement of the Trustee pursuant to this Section 7.10, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation to the Company Issuer and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London Noteholders (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of with a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after Insurance Agent) in the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of manner provided in Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee14.4. (b) In case at any time any of the following shall occuroccur with respect to any Notes: (1i) the Trustee shall fail to comply with the provisions of subsection (aSection 310(b) of Section 7.08 the Trust Indenture Act, after written request therefor thereafter by the Company Issuer or by any Subordinated Securityholder Noteholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series Noteholder for at least six months; or, (2ii) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 8.7 and shall fail to resign after written request therefor therefore by the Company Issuer or by any such Subordinated Securityholder; Noteholder, or (3iii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, (A) the Company Issuer may remove the Trustee Trustee, and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the CompanyBoard of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, or (B) subject to the provisions requirements of Section 6.11315(e) of the Trust Indenture Act, any Subordinated Securityholder Noteholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series Noteholder for at least six months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such seriesTrustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrustee. (c) The Holders of a majority in principal amount of Majority Noteholders at the Subordinated Securities time Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee Trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof delivering to the Trustee so removed, to the successor trustee Trustee so appointed and to the CompanyIssuer the evidence provided for in Section 8.1 of the action taken by the Noteholders, provided that unless a Default or Event of Default shall have occurred and be continuing, the Issuer shall consent (such consent not to be unreasonably withheld). (d) lf the Trustee shall resign, be removed, or become incapable of acting or if a vacancy shall occur in the office of Trustee with respect to the Notes for any cause, the Issuer shall promptly appoint a successor Trustee or Trustees by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the former Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted such appointment pursuant to Section 8.9 within 30 calendar days after the mailing of such notice of resignation or removal, the former Trustee may, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee, or any Noteholder who has been a bona fide Noteholder for at least six months may, subject to the requirements of Section 315(e) of the Trust Indenture Act, on behalf of itself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee. (e) Any resignation or removal of the Trustee and any appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 7.10 shall become effective only upon acceptance of appointment by the successor trustee Trustee as provided in Section 7.118.9.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, Trustee or any trustee or trustees successor hereafter appointed, may at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation thereof to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry booksNoteholders. Upon receiving such the notice of resignationresignation of the Trustee, the Company Company, if no Default or Event of Default shall have occurred which shall then be continuing, shall promptly appoint a successor trustee by a Board Resolution or trustees with respect to otherwise the applicable series Required Holders shall promptly appoint a successor trustee by written an instrument in duplicatewriting, executed by authority of the Board of Directorsin duplicate in either case, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trusteesTrustee. If no instrument of acceptance by a successor trustee Trustee shall have been so appointed with respect delivered to any series and have accepted appointment the resigning Trustee within 30 days after the mailing giving of such notice of resignation, the resigning trustee Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Subordinated Securityholder Noteholder who has been a bona fide Holder holder of a Subordinated Security Note or Subordinated Securities of the applicable series Notes for at least six months may, subject to the provisions of Section 5.12SECTION 7.10, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trusteeTrustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trusteeTrustee. (b) In case If at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2i) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 SECTION 8.08 and shall fail to resign after written request therefor by the Company or by any such Subordinated SecurityholderNoteholder; or (3ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company Company, if no Default or Event of Default shall have occurred which shall then be continuing, may remove the Trustee and appoint a successor trustee Trustee by written instrument executed by an authorized officer of the CompanyCompany Order in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteeTrustee, or, subject to the provisions of Section 6.11SECTION 7.10, any Subordinated Securityholder Noteholder who has been a bona fide Holder holder of a Subordinated Security Note or Subordinated Securities of the affected series Notes for at least six months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such seriesTrustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrustee. (c) The Required Holders of a majority in principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee for cause or without cause and without notice and appoint a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof to the Trustee so removed, to the successor trustee and to the CompanyTrustee. (d) Any No resignation or removal of the Trustee and any no appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon until the acceptance of appointment by the successor trustee Trustee as provided in Section 7.11SECTION 8.10.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to any one or more or all series of Subordinated Securities by giving written notice of resignation to the Company and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper of Securities in the Borough of Manhattan, The City of New York, and at least once manner provided in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books1.04. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee trustee and one copy to the successor trustee or trusteestrustee. If no successor trustee shall have been so appointed with respect to any a particular series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six 6 months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In in case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 7.07 and shall fail to resign after written request therefor by the Company or by any such Subordinated Securityholder; Holder, or (32) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (4) the Company shall determine that the Trustee has failed to perform its obligations under this Subordinated Indenture in any material respect, then, in any such case, the Company may remove the Trustee with respect to the applicable series of Securities, and appoint a successor trustee by written instrument instrument, in duplicate, executed by an authorized officer order of the Board of Directors of the Company, one copy of which instrument shall be delivered to the Trustee trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, or any Subordinated Securityholder Holder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected any such series for at least six 6 months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition petition, any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteetrustee with respect to such series. (c) The Holders of a majority in aggregate principal amount of the Subordinated Securities Outstanding (determined as provided in Section 8.04) of any series at the time outstanding may at any time remove the Trustee with respect to that series and appoint with respect to such series a successor trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof delivering to the Trustee trustee so removed, to the successor trustee so appointed and to the Company, the evidence provided for in Section 8.01 of the action taken by the Holders. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective only upon acceptance of appointment by the successor trustee as provided in Section 7.117.09.

Resignation and Removal of Trustee; Appointment of Successor. (a) The Trustee, or any trustee Trustee or trustees Trustees hereafter appointed, may at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice of resignation to the Company Issuer and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper Noteholders in the Borough of Manhattan, The City of New York, and at least once manner provided in an Authorized Newspaper in London (and, if required by Section 4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee12.04. (b) In case at any time any of the following shall occuroccur with respect to any Notes: (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 after written request therefor by the Company or by any Subordinated Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months; or (2i) the Trustee shall cease to be eligible in accordance with the provisions of under Section 7.09 7.07 and shall fail to resign after written request therefor by the Company Issuer or by any such Subordinated Securityholder; orNoteholder, (3ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; , or (4iii) the Company shall determine that the Trustee has failed fails to perform comply with its obligations under this Subordinated Indenture in any material respect, Indenture. then, in any such case, (A) the Company Issuer may remove the Trustee Trustee, and appoint a successor trustee Trustee by written instrument instrument, in duplicate, executed by an authorized officer Authorized Representative of the CompanyIssuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, or (B) any Subordinated Securityholder Noteholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the affected series Noteholder for at least six months may, on such Person's behalf and on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such seriesTrustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrustee. (c) The Holders of a majority in principal amount of Majority Noteholders at the Subordinated Securities time Outstanding (determined as provided in Section 8.04) may at any time remove the Trustee and appoint a successor trustee Trustee by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, or by the affidavits of the permanent chairman and secretary of a meeting of the Subordinated Securityholders evidencing the vote upon a resolution or resolutions submitted thereto with respect to such removal and appointment (as provided in Article Nine), and by delivery thereof delivering to the Trustee so removed, to the successor trustee Trustee so appointed and to the CompanyIssuer the evidence provided for in Section 8.01 of the action taken by the Noteholders, provided that unless a Default or Event of Default shall have occurred and be continuing, the Issuer shall consent (such consent not to be unreasonably withheld). (d) If the Trustee shall resign, be removed, or become incapable of acting or if a vacancy shall occur in the office of Trustee with respect to the Notes for any cause, the Issuer shall promptly appoint a successor Trustee or Trustees by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the former Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted such appointment pursuant to Section 7.09 within 30 calendar days after the mailing of such notice of resignation or removal, the former Trustee may, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee, or any Noteholder who has been a bona fide Noteholder for at least six months may, on behalf of itself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee. (e) Any resignation or removal of the Trustee and any appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 7.10 7.08 shall become effective only upon acceptance of appointment by the successor trustee Trustee as provided in Section 7.117.09.