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Section 6.08 Removal of the Trustee. The Trustee may be removed at any time upon 30 days’
written notice by an instrument or document or concurrent instruments or documents in writing delivered
to the Trustee, with copies thereof mailed to the Issuer, the Registrar, the Paying Agents and Authenticating
Agents and the Borrower, and signed by or on behalf of the Majority of the Holders of the Bonds.
The Trustee also may be removed at any time upon 30 days’ written notice for any breach of trust
or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provision
of this Indenture with respect to the duties and obligations of the Trustee by any court of competent
jurisdiction upon the application of the Issuer or the Holders of not less than 25% in aggregate principal
amount of the Bonds then Outstanding under this Indenture.
The removal of the Trustee under this Section shall take effect upon the appointment of a successor
Trustee as provided for in Section 6.09 hereof.
Section 6.09 Appointment of Successor Trustee. If (a) the Trustee shall resign, shall be
removed, shall be dissolved, or shall become otherwise incapable of acting hereunder, (b) the Trustee shall
be taken under the control of any public officer or officers, or (c) a receiver shall be appointed for the
Trustee by a court, then a successor Trustee shall be appointed by the Issuer; provided, that if a successor
Trustee is not so appointed within 30 days after (1) a notice of resignation or an instrument or document of
removal is received by the Issuer, as provided in Sections 6.07 and 6.08 hereof, respectively, or (2) the
Trustee is dissolved, taken under control, becomes otherwise incapable of acting or a receiver is appointed,
in each case, as provided above, then, but only so long as the Issuer shall not have appointed a successor
Trustee, the Majority of the Holders of the Bonds may designate a successor Trustee by an instrument or
document or concurrent instruments or documents in writing signed by or on behalf of those Holders. If
no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Section,
the Holder of any Bond Outstanding hereunder or any retiring Trustee, at the Borrower’s expense, may
apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon,
after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee.
Every successor Trustee appointed pursuant to this Section shall (i) be a trust company or a bank
having the powers of a trust company; (ii) be in good standing within the Commonwealth; (iii) be duly
authorized to exercise trust powers within the Commonwealth; (iv) have a reported capital, surplus and
retained earnings of not less than $100,000,000; (v) be willing to accept the trusteeship under the terms and
conditions of this Indenture; and (vi) have a Minimum Trustee Rating.
Every successor Trustee appointed hereunder shall execute and acknowledge, and shall deliver to
its predecessor, the Issuer and the Borrower an instrument or document in writing accepting the
appointment. Thereupon, without any further act, the successor shall become vested with all of the trusts,
properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of
action, immunities, estates, titles, interests and liens of its predecessor. Upon the written request of its
successor, the Issuer or the Borrower, and payment of all fees and expenses owed to it, the predecessor
Trustee shall (A) execute and deliver an instrument or document transferring to its successor all of the
trusts, properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands,
causes of action, immunities, estates, titles, interests and liens of the predecessor Trustee hereunder; and
(B) take any other action necessary to duly assign, transfer and deliver to its successor all property
(including without limitation, all securities and money) held by it as Trustee. Should any instrument or
document in writing from the Issuer be requested by any successor Trustee for vesting and conveying more
fully and certainly in and to that successor the trusts, properties, remedies, powers, rights, duties,
obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests
and liens vested or conveyed or intended to be vested or conveyed hereby in or to the predecessor Trustee,
the Issuer shall execute, acknowledge and deliver that instrument or document.
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