Section 8.7. Removal of the Trustee. The Trustee may be removed at any time by an
<br /> instrument or concurrent instruments in writing delivered to the Trustee and to the Issuer and
<br /> signed by all the Bondholders.
<br /> Section 8.8. Appointment of Successor Trustee by the Bondholders; Temporary Trustee.
<br /> In case the Trustee hereunder shall resign or be removed,or be dissolved, or shall be in course of
<br /> dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case it shall
<br /> be taken under control of any public officer or officers, or of a receiver appointed by a court, a
<br /> successor may be appointed by the owners of a majority in aggregate principal amount of Bonds
<br /> then outstanding, by an instrument or concurrent instruments in writing signed by such owners,
<br /> or by their attorneys-in-fact, duly authorized; provided, nevertheless, that in case of such
<br /> vacancy, the Issuer, by an instrument executed by one of its duly authorized officers, may
<br /> appoint a temporary Trustee to fill such vacancy until a successor Trustee shall be appointed by
<br /> the Bondholders in the manner above provided; and any such temporary Trustee so appointed by
<br /> the Issuer shall immediately and without further act be superseded by the Trustee so appointed
<br /> by such Bondholders. Every such Trustee appointed pursuant to the provisions of this Section
<br /> shall be a trust company or bank, having a reported capital and surplus of not less than One
<br /> Hundred Million Dollars($100,000,000) if there be such an institution willing, qualified and able
<br /> to accept the trust upon reasonable or customary terms.
<br /> Section 8.9. Concerning Any Successor Trustees. Every successor Trustee appointed
<br /> hereunder shall execute,acknowledge and deliver to its predecessor and also to the Issuer and the
<br /> Developer an instrument in writing accepting such appointment hereunder, and thereupon such
<br /> successor, without any further act, deed or conveyance, shall become fully vested with all the
<br /> estates, properties, rights, powers, trusts, duties and obligations of its predecessor; but such
<br /> predecessor shall, nevertheless, on the written request of the Issuer, or of its successor, execute
<br /> and deliver an instrument transferring to such successor Trustee all the estates, properties, rights,
<br /> powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all
<br /> securities and moneys held by it as Trustee hereunder to its successor. Should any instrument in
<br /> writing from the Issuer be required by any successor Trustee for more fully and certainly vesting
<br /> in such successor the estate, rights, powers and duties hereby vested or intended to be vested in
<br /> the predecessor any and all such instruments in writing shall, on request, be executed,
<br /> acknowledged and delivered by the Issuer. The resignation of any Trustee and the instrument or
<br /> instruments removing any Trustee and appointing a successor hereunder, together with all other
<br /> instruments provided for in this Article shall be filed by the successor Trustee in each office, if
<br /> any,where the Indenture shall have been filed.
<br /> Section 8.10. Trustee Protected in Relying Upon Resolutions, etc. Subject to the
<br /> conditions contained herein, the resolutions, ordinances, opinions, certificates and other
<br /> instruments provided for in this Indenture may be accepted by the Trustee as conclusive evidence
<br /> of the facts and conclusions stated therein and shall be full warrant, protection and authority to
<br /> the Trustee for the release of property and the withdrawal of cash hereunder.
<br /> Section 8.11. Appointment of Paying Agent and Registrar; Resignation or Removal of
<br /> Paying Agent. 1 st Source Bank is hereby appointed "Paying Agent" under this Indenture. Any
<br /> Paying Agent may at any time resign and be discharged of the duties and obligations created by
<br /> this instrument and any supplemental indenture by giving at least 30 days' written notice to the
<br /> - 37-
<br /> 1\1 1860514.2
<br />
|