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incapable of acting or a receiver is appointed, in each case, as provided above, then, so long as
<br /> the Issuer or the Borrower shall not have appointed a successor Trustee, the Holders of a
<br /> majority in aggregate principal amount of Bonds then outstanding may designate a successor
<br /> Trustee by an instrument or document or concurrent instruments or documents in writing signed
<br /> by or on behalf of those Holders. If no appointment of a successor Trustee shall be made
<br /> pursuant to the foregoing provisions of this Section, the Holder of any Bond outstanding
<br /> hereunder or any retiring Trustee may apply to any court of competent jurisdiction to appoint a
<br /> successor Trustee. Such court may thereupon, after such notice, if any, as such court may deem
<br /> proper and prescribe, appoint a successor Trustee.
<br /> Every successor Trustee appointed pursuant to this Section (i) shall be a trust company or
<br /> a bank having the powers of a trust company (ii) shall be in good standing within the State, (iii)
<br /> shall be duly authorized to exercise trust powers within the State, (iv) shall have a reported
<br /> capital, surplus and retained earnings of not less than $100,000,000, and (v) shall be willing to
<br /> accept the trusteeship under the terms and conditions of this Indenture.
<br /> Every successor Trustee appointed hereunder shall execute and acknowledge, and shall
<br /> deliver to its predecessor, the Issuer and the Borrower an instrument or document in writing
<br /> accepting the appointment. Thereupon, without any further act, the successor shall become
<br /> vested with all of the trusts, properties, remedies, powers, rights, duties, obligations, discretions,
<br /> privileges, claims, demands, causes of action, immunities, estates, titles, interests and liens of its
<br /> predecessor. Upon the written request of its successor, the Issuer or the Borrower, and payment
<br /> of all fees and expenses owed to it, the predecessor Trustee (i) shall execute and deliver an
<br /> instrument or document transferring to its successor all of the trusts, properties, remedies, powers,
<br /> rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities,
<br /> estates, titles, interests and liens of the predecessor Trustee hereunder, and (ii) shall take any
<br /> other action necessary to duly assign, transfer and deliver to its successor all property (including
<br /> without limitation, all securities and moneys) held by it as Trustee. Should any instrument or
<br /> document in writing from the Issuer be requested by any successor Trustee for vesting and
<br /> conveying more fully and certainly in and to that successor the trusts, properties, remedies,
<br /> powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action,
<br /> immunities, estates, titles, interests and liens vested or conveyed or intended to be vested or
<br /> conveyed hereby in or to the predecessor Trustee, the Issuer shall execute, acknowledge and
<br /> deliver that instrument or document.
<br /> In the event of a change in the Trustee, the predecessor Trustee shall cease to be
<br /> custodian of any moneys which it may hold pursuant to this Indenture and shall cease to be
<br /> Registrar, Authenticating Agent and a Paying Agent for any of the Bonds, to the extent it served
<br /> in any of those capacities.
<br /> Section 6.10. Adoption of Authentication. In case any of the Bonds shall have been
<br /> authenticated, but shall not have been delivered, any successor Trustee or Authenticating Agent
<br /> may adopt the certificate of authentication of any predecessor Trustee or Authenticating Agent
<br /> and may deliver those Bonds so authenticated as provided herein. In case any Bonds shall not
<br /> have been authenticated, any successor Trustee or Authenticating Agent may authenticate those
<br /> Bonds either in the name of any predecessor or in its own name. In all cases, the certificate of
<br /> authentication shall have the same force and effect as provided in the Bonds or in this Indenture
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