|
Every successor Registrar appointed hereunder shall execute and acknowledge, and shall
<br /> deliver to its predecessor, the Issuer, the Trustee and the Borrower, an instrument or document in
<br /> writing accepting the appointment. Thereupon, without any further act, the successor shall
<br /> become vested with all of the properties, remedies, powers, rights, duties, obligations, discretions,
<br /> privileges, claims, demands, causes of action, immunities, titles and interests of its predecessor.
<br /> Upon the written request of its successor, the Issuer or the Borrower, a predecessor Registrar (i)
<br /> shall execute and deliver an instrument or document transferring to its successor all of the
<br /> properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands,
<br /> causes of action, immunities, titles and interests of it as predecessor Registrar hereunder, and (ii)
<br /> shall take any other action necessary to duly assign, transfer and deliver to its successor all
<br /> property and records (including without limitation, the Register and any cancelled Bonds) held
<br /> by it as Registrar. Should any instrument or document in writing from the Issuer be requested by
<br /> any successor Registrar for vesting and conveying more fully and certainly in and to that
<br /> successor the properties, remedies, powers, rights, duties, obligations, discretions, privileges,
<br /> claims, demands, causes of action, immunities, titles and interests vested or conveyed or
<br /> intended to be vested or conveyed hereby in or to a predecessor Registrar, the Issuer shall
<br /> execute, acknowledge and deliver that instrument or document, subject to the Issuer's approval
<br /> of the form of the instrument or document.
<br /> The Trustee shall pay, or cause the Borrower to pay pursuant to Section 4.2 of the
<br /> Agreement, to any Registrar customary compensation for its services from time to time, as
<br /> authorized in Section 6.03 hereof, and the Trustee shall be entitled to be reimbursed for such
<br /> payments paid by it, subject to Section 6.03 hereof. The provisions of Sections 3.05, 3.06 and
<br /> 6.02(d)hereof shall be applicable to the Registrar.
<br /> Section 6.12. Designation and Succession of Paying Agents. The Trustee shall be a
<br /> Paying Agent for the Bonds, and, with the consent of the Borrower, the Trustee may appoint a
<br /> Paying Agent or Agents with power to act on its behalf and subject to its direction in the
<br /> payment of Bond Service Charges on the Bonds. It is the responsibility of the Trustee to
<br /> establish the duties and responsibilities of any Paying Agent for the purposes of this Indenture, to
<br /> the extent not specified herein.
<br /> Any corporation or association with or into which any Paying Agent may be merged or
<br /> converted or with which it may be consolidated, or any corporation or association resulting from
<br /> any merger, consolidation or conversion to which any Paying Agent shall be a party, or any
<br /> corporation or association succeeding to the trust business of any Paying Agent, shall be the
<br /> successor of that Paying Agent hereunder, if that successor corporation or association is
<br /> otherwise eligible hereunder, without the execution or filing of any paper or any further act on
<br /> the part of the parties hereto or the Paying Agent or that successor corporation or association.
<br /> Any Paying Agent may at any time resign by giving written notice of resignation to the
<br /> Trustee, to the Registrar and to the Borrower. The Trustee or the Borrower may at any time
<br /> terminate the agency of any Paying Agent by giving written notice of termination to such Paying
<br /> Agent, to the Registrar and to the Borrower or the Trustee, as applicable. Upon receiving such a
<br /> notice of resignation or upon such a termination, or in case at any time any Paying Agent shall
<br /> cease to be eligible under this Section, the Trustee may appoint a successor Paying Agent, with
<br /> the written consent of the Borrower. The Trustee shall give written notice of appointment of a
<br /> -45 -
<br />
|