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<br />have occurred and remain uncured, the appointment of any successor Trustee shall be subject to
<br />the written consent of the Borrower, such consent not to be withheld unreasonably.
<br />Every successor Trustee appointed hereunder shall execute and acknowledge, and shall
<br />deliver to its predecessor, the Issuer, the Bank, the Confirming Bank, if any, the Remarketing
<br />Agent and the Borrower, an instrument or document in writing accepting the appointment.
<br />Thereupon, without any further act, the successor shall become vested with all of the trusts,
<br />properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands,
<br />causes of action, immunities, estates, titles, interests and liens of its predecessor. Upon the written
<br />request of its successor, the Issuer, the Bank, the Confirming Bank, if any, or the Borrower, the
<br />predecessor Trustee (a) shall execute and deliver an instrument or document transferring to its
<br />successor 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 the
<br />predecessor Trustee hereunder, and (b) shall take any other action necessary to duly assign, transfer
<br />and deliver to its successor all property (including, without limitation, all securities and moneys
<br />and after first deducting any fees and expenses owed to the Trustee) held by it as Trustee. Should
<br />any instrument or document in writing from the Issuer be requested by any successor Trustee for
<br />vesting and conveying more fully and certainly in and to that successor the trusts, properties,
<br />remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of
<br />action, immunities, estates, titles, interests and liens vested or conveyed or intended to be vested
<br />or 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 custodian
<br />of any moneys which it may hold pursuant to this Indenture and shall cease to be Trustee for any
<br />of the Bonds to the extent it served in any of those capacities. The successor Trustee shall become
<br />custodian.
<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 may adopt the certificate
<br />of authentication of any predecessor Trustee and may deliver those Bonds so authenticated as
<br />provided herein. In case any Bonds shall not have been authenticated, any successor Trustee may
<br />authenticate those Bonds either in the name of any predecessor or in its own name. In all cases,
<br />the certificate of authentication shall have the same force and effect as provided in the Bonds or in
<br />this Indenture with respect to the certificate of authentication of the predecessor Trustee.
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<br />Section 6.11. Dealing in Bonds.The Trustee, the Bank, the Confirming Bank, if any, their
<br />affiliates and any directors, officers, partners, employees or agents thereof, may become the
<br />owners of Bonds secured hereby with the same rights which it or they would have hereunder if the
<br />Trustee, the Bank and the Confirming Bank, if any, did not serve in those capacities.
<br />Section 6.12. Representations, Agreements and Covenants of Trustee.The Trustee hereby
<br />represents that it is a national banking association duly organized and validly existing under the
<br />laws of the United States and duly authorized to exercise corporate trust powers in the State, and
<br />that it has an unimpaired reported capital and surplus of not less than $50,000,000. The Trustee
<br />covenants that it will take such action, if any, as is necessary to remain duly authorized to exercise
<br />corporate trust powers and that it will maintain an unimpaired reported capital and surplus of not
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