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12316306v3 <br />-48- <br />Section 8.14 Merger of Trustee. Any corporation or national banking association into <br />which the Trustee may be converted or merged, or with which it may be consolidated, or to <br />which it may sell or transfer its municipal corporate trust business and assets as a whole or <br />substantially as a whole, or any corporation or national banking association resulting from any <br />such conversion, sale, merger, consolidation or transfer to which it is a party, ipso facto, shall be <br />and become successor trustee hereunder and vested with all of the title to the Trust Estate and all <br />the trusts, powers, discretions, immunities, privileges and all other matters as was its <br />predecessor, without the execution or filing of any instrument or any further act, deed or <br />conveyance on the part of any of the parties hereto, anything herein to the contrary <br />notwithstanding. <br />Section 8.15 Resignation or Removal of Trustee. The Trustee may resign and be <br />discharged from the trusts created by this Indenture by giving to the Borrower and the Issuer 30 <br />days' notice in writing, and to the Bondholders notice by certified or registered mail at its or <br />his/her address as set forth on the registration books, of such resignation, such resignation to take <br />effect upon the appointment of a successor trustee, as hereinafter provided. <br />Any Trustee hereunder may be removed at any time after receipt of 30 days prior notice <br />by an instrument or instruments in writing, appointing a successor to the Trustee so removed, <br />filed with the Trustee and executed by the Holders of a majority in principal amount of the <br />Bonds hereby secured and then outstanding. <br />If at any time the Trustee resigns and no appointment of a successor trustee is made <br />pursuant hereto within 45 days after the giving of a notice of resignation, the resigning trustee <br />may apply to a court of competent jurisdiction at the expense of the Issuer for the appointment of <br />a successor trustee. The resigning trustee shall not be liable for the actions of the successor <br />trustee. <br />Section 8.16 Appointment of Successor Trustee. In case at any time the Trustee shall <br />resign or shall be removed or otherwise shall become incapable of acting, or shall be adjudged a <br />bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or if a <br />public supervisory office shall take charge or control of the Trustee or of its property or affairs, a <br />vacancy shall forthwith and ipso facto be created in the office of such Trustee hereunder, and a <br />successor may be appointed by the Holders of a majority in principal amount of the said Bonds <br />hereby secured and then outstanding by an instrument or instruments in writing filed with the <br />Trustee and executed by such Bondholders, notification thereof being given to the Issuer, but <br />until a new Trustee shall be appointed by the Bondholders as herein authorized, the Issuer shall, <br />at the written direction of the Company and subject to the provisions hereof, appoint a Trustee to <br />fill such vacancy. After any such appointment by the Issuer, the successor Trustee shall cause <br />notice of such appointment to be mailed within 30 days of such appointment to the registered <br />Holders of the Bonds, but any new Trustee so appointed by the Issuer shall immediately and <br />without further act be superseded by a Trustee appointed in the manner above provided by the <br />Holders of a majority in principal amount of said Bonds whenever such appointment by said <br />Bondholders shall be made. <br />If, in a proper case, no appointment of a successor Trustee shall be made pursuant to the <br />foregoing provisions of this Section within six months after a vacancy shall have occurred in the