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with respect to the certificate of authentication of the predecessor Trustee or Authenticating <br /> Agent. <br /> Section 6.11. Registrars. <br /> (a) Succession. Anything herein to the contrary notwithstanding, any corporation or <br /> association (i) into which a Registrar may be converted or merged, (ii) with which a Registrar or <br /> anysuccessor to it maybe consolidated, or (iii) to which it maysell or transfer its assets as a <br /> whole or substantially as a whole, or any corporation or association resulting from any such <br /> conversion, merger, consolidation, sale or transfer, ipso facto, shall be and become successor <br /> Registrar to that Registrar hereunder and shall be vested with each and every power, right, duty, <br /> obligation, discretion and privilege expressed or intended by this Indenture to be exercised by or <br /> vested in the predecessor Registrar, without the execution or filing of any instrument or <br /> document or any further act on the part of any of the parties hereto. <br /> (b) Resignation. A Registrar may resign at any time by giving written notice of its <br /> resignation to the Issuer, the Borrower, the Trustee, the Underwriter, and to each Paying Agent <br /> and Authenticating Agent for the Bonds, at least 60 days before the resignation is to take effect. <br /> The resignation shall take effect immediately, however, upon the appointment of a successor <br /> Registrar, if the successor Registrar is appointed and accepts that appointment before the time <br /> stated in the notice. <br /> (c) Removal. The Registrar may be removed at any time by an instrument or <br /> document or concurrent instruments or documents in writing delivered to the Registrar, with <br /> copies thereof mailed to the Issuer, the Trustee and the Borrower, and signed by or on behalf of <br /> the Holders of not less than a majority in aggregate principal amount of the Bonds then <br /> outstanding. <br /> (d) Appointment of Successors. If(i) a Registrar shall resign, shall be removed, shall <br /> be dissolved, or shall become otherwise completely incapable of acting hereunder, (ii) a <br /> Registrar shall be taken under the control of any public officer or officers, (iii) a receiver shall be <br /> appointed for a Registrar by a court, or (iv) a Registrar shall have an order for relief entered in <br /> any case commenced by or against it under the federal bankruptcy laws or commence a <br /> proceeding under any federal or state bankruptcy, insolvency, reorganization or similar law, or <br /> have such a proceeding commenced against it and either have an order of insolvency or <br /> reorganization entered against it or have the proceeding remain undismissed and unstayed for 90 <br /> days, then a successor Registrar shall be appointed by the Trustee, with the written consent of the <br /> Borrower; provided, that if a successor Registrar is not so appointed within 10 days after (a) a <br /> notice of resignation or an instrument or document of removal is received by the Trustee, as <br /> provided above, or (b) the Registrar is dissolved, taken under control, becomes otherwise <br /> incapable of acting or a receiver is appointed, in each case, as provided above, then, if the <br /> Trustee shall not have appointed a successor Registrar, the Holders of a majority in aggregate <br /> principal amount of Bonds then outstanding may designate a successor Registrar by an <br /> instrument or document or concurrent instruments or documents in writing signed by or on <br /> behalf of those Holders. <br /> -44 - <br />