Common use of Duties, Immunities and Liabilities of Trustee Clause in Contracts

Duties, Immunities and Liabilities of Trustee. (A) The Trustee shall, prior to an Event of Default, and after the curing of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (B) At the written direction of the Company, the Authority shall remove the Trustee if at any time requested to do so by an instrument or concurrent instruments in writing executed by the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or if at any time the Trustee shall cease to be eligible to act in such capacity, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, in each case by giving written notice of such removal to the Trustee, and thereupon shall appoint, with the consent of the Bank and the Company, a successor Trustee by an instrument in writing. (C) The Trustee may at any time resign by giving written notice of such resignation to the Authority, the Company and the Bank and by giving the Bondholders notice of such resignation by mail at the addresses shown on the registration books maintained by the Trustee. Upon receiving such notice of resignation, the Authority shall promptly appoint, with the consent of the Bank and the Company, a successor Trustee by an instrument in writing. (D) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within forty-five (45) days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Bondholder (on behalf of himself and all other Bondholders) may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, shall signify its acceptance of such appointment by executing and delivering to the Authority and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the request of the Authority or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon the acceptance of the appointment by a successor Trustee as provided in this subsection, the Authority shall mail a notice of the succession of such Trustee to the trusts hereunder to the Rating Agency and to the Bondholders at the addresses shown on the registration books maintained by the Trustee. If the Authority fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Authority. (E) Any Trustee appointed under the provisions of this Section in succession to the Trustee shall be a trust company or bank having the powers of a trust company, having a corporate trust office in the Commonwealth, having a combined capital and surplus of at least One Hundred Million Dollars ($100,000,000), subject to supervision or examination by federal or state authorities and shall be rated at least Baa3/P-3 by Moody's if the Bxxxx xxe then rated by Moody's or has received written evidence from Moody's that the xxx xx such Trustee would not result in a reduction or withdrawal of the rating on the Bonds. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this subsection the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

Duties, Immunities and Liabilities of Trustee. (Aa) The Trustee shall, prior to the occurrence of an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this IndentureIndenture and no implied covenants shall be read into this Indenture against the Trustee. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (Bb) At The Successor Agency may remove the written direction Trustee at any time, unless an Event of the CompanyDefault shall have occurred and then be continuing, the Authority and shall remove the Trustee (i) if at any time requested to do so by an instrument or concurrent instruments in writing executed signed by the Holders Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or (ii) if at any time the Successor Agency has knowledge that the Trustee shall cease has ceased to be eligible to act in such capacityaccordance with subsection (e) of this Section, or shall has become incapable of acting, or shall be has been adjudged a as bankrupt or insolvent, or a receiver of the Trustee or its property shall be has been appointed, or any public officer shall take have taken control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, in . In each case such removal shall be accomplished by the giving of written notice of such removal by the Successor Agency to the Trustee, and thereupon whereupon the Successor Agency shall appoint, with the consent of the Bank and the Company, appoint a successor Trustee by an instrument in writing. (Cc) The Trustee may at any time resign by giving prior written notice of such resignation to the AuthoritySuccessor Agency, the Company and the Bank and by giving the Bondholders Owners notice of such resignation by mail first class mail, postage prepaid, at the their respective addresses shown on the registration books maintained by the TrusteeRegistration Books. Upon receiving such notice of resignation, the Authority Successor Agency shall promptly appoint, with the consent of the Bank and the Company, appoint a successor Trustee by an instrument in writing. (Dd) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within forty-five (45) 45 days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Bondholder Owner (on behalf of himself such Owner and all other BondholdersOwners) may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, Indenture shall signify its acceptance of such appointment by executing and delivering to the Authority Successor Agency and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the request Written Request of the Authority Successor Agency or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority Successor Agency shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon the acceptance of the appointment by a successor Trustee Xxxxxxx as provided in this subsection, the Authority Successor Agency shall mail mail, with a copy to the Successor Trustee, a notice of the succession of such Trustee to the trusts hereunder to each rating agency which then has a current rating on the Rating Agency Bonds and to the Bondholders Owners at the their respective addresses shown on the registration books maintained by the TrusteeRegistration Books. If the Authority Successor Agency fails to mail such notice within fifteen (15) 15 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the AuthoritySuccessor Agency. Notwithstanding any other provisions of this Indenture, no removal, resignation or termination of the Trustee shall take effect until a successor shall be appointed. (Ee) Any Every successor Trustee appointed under the provisions of this Section in succession to the Trustee Indenture shall be a trust company or bank in good standing authorized to exercise trust powers or having the powers of a trust company, having a corporate company and duly authorized to exercise trust office in powers within the Commonwealth, State having a combined capital and surplus of at least One Hundred Million Dollars ($100,000,000)75,000,000, and subject to supervision or examination by federal or state authorities and shall be rated at least Baa3/P-3 by Moody's if the Bxxxx xxe then rated by Moody's or has received written evidence from Moody's that the xxx xx such Trustee would not result in a reduction or withdrawal of the rating on the Bondsauthority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this subsection the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this Section. (f) The Trustee shall have no responsibility or liability with respect to any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds. (g) Before taking any action under Article VIII or this Section 6.1 at the request or direction of the Owners, the Trustee may require that an indemnity bond satisfactory to the Trustee be furnished by the Owners for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its negligence or its willful misconduct in connection with any action so taken.

Duties, Immunities and Liabilities of Trustee. (Aa) The Trustee accepts the Trusts hereby created and agrees to perform the duties herein required of it subject to the provisions of this Article IX. The Trustee shall, prior to an Event of Default, and after the curing of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture. The Trustee shall, during the existence of any Event of Default (which has not been cured or waivedcured), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. The Trustee shall not be required to give any bond or surety with respect to its acceptance of its rights and duties under this Indenture. No permissive right of the Trustee to take action enumerated in this Indenture shall be construed as a duty. (Bb) At the written direction of the Company, the The Authority shall remove the Trustee if at any time requested to do so by an instrument or concurrent instruments in writing executed signed by the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding outstanding (or their attorneys duly authorized in writing) ), or if at any time the Trustee shall cease to be eligible to act in such capacity, accordance with Subsection (e) of this Section or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, in each case by giving written notice of such removal to the Trustee, and thereupon shall appoint, with the consent of the Bank and the CompanyBorrower, a successor Trustee by an instrument in writing. (Cc) The Trustee may at any time resign by giving written notice of such resignation to the Authority, the Company Authority and the Bank and by giving the Bondholders notice of such resignation by mail at the addresses shown on the registration books maintained by the Trustee. Upon receiving such notice of resignation, the Authority shall promptly appoint, with the consent of the Bank and the CompanyBorrower, a successor Trustee by an instrument in writing. (Dd) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within forty-five (45) days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee Trustee, at the expense of the Borrower or any Bondholder (on behalf of himself and all other Bondholders) ), may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, Indenture shall signify its acceptance of such appointment by executing and delivering to the Authority and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the request of the Authority or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money moneys or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon the acceptance of the appointment by a successor Trustee as provided in this subsection, the Authority shall mail a notice of the succession of such Trustee to the trusts hereunder to the Rating Agency Agency, if any, and to the Bondholders at the addresses shown on the registration books maintained by the Trustee. If the Authority fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Authority. (Ee) Any Trustee appointed under the provisions of this Section in succession to the Trustee shall be a trust company or bank having the powers of a trust company, company having a corporate trust office in the Commonwealth, State having a combined capital and surplus of at least One one Hundred Million Dollars ($100,000,000), subject to supervision or examination by federal or state authorities and shall be rated at least Baa3/P-3 by Moody's if the Bxxxx xxe then rated by Moody's or has have received written evidence from Moody's the Rating Agency then rating the Bonds, if any, that the xxx xx use of such Trustee would not result in a reduction or withdrawal of the rating on the Bonds. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this subsection the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this Section.

Duties, Immunities and Liabilities of Trustee. (Aa) The Trustee shall, prior Prior to an Event of DefaultDefault of which the Trustee has been notified, is deemed to have notice or has actual knowledge and after the curing of all Events of Default which may have occurred, the Trustee undertakes to perform such duties duties, and only such duties duties, as are specifically set forth in this Indenture. The Trustee shall, during Following the existence occurrence of any an Event of Default (which and until such Event of Default has not been cured or waived)cured, the Trustee shall exercise such of the those rights and powers vested in it by this Indenture, Indenture and use the same degree of care and skill in their exercise, exercise as a prudent man person would exercise or use under the circumstances in the conduct of his such person’s own affairs. (Bb) At the written direction of the Company, the The Authority shall remove the Trustee if at any time the Authority is requested to do so by an instrument or concurrent instruments in writing executed signed by the Holders Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) ), or if at any time the Trustee shall cease to be eligible to act in such capacity, or shall become incapable of acting, acting or shall be adjudged a bankrupt or insolvent, or if a receiver of the Trustee or its property shall be appointed, or if any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, in each case by giving written notice of such removal to the Trustee, and thereupon . Thereupon the Authority shall appoint, at the direction of the Company or with the consent of the Company and, in either case, with the consent of the Bank and the CompanyBank, a successor Trustee by an instrument in writing. (Cc) The Trustee may at any time resign by giving written notice of such resignation to the Authority, the Company Authority and the Bank and by giving the Bondholders notice of such resignation by mail at the addresses shown on the registration books maintained by the TrusteeBond Register. Upon receiving such notice of resignationresignation from the Trustee, the Authority shall promptly appoint, with the consent of the Bank and the Company, a successor Trustee by an instrument in writing. (Dd) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective only upon appointment and acceptance of appointment by a successor trustee and transfer of the Letter of Credit to such successor Trusteetrustee. If no successor Trustee shall have been appointed and have accepted appointment within forty-five (45) days of giving notice of removal or following notice of resignation or removal of the Trustee as aforesaid, the resigning Trustee (in the case of its resignation), or the Authority (in the case of the Trustee’s removal), or any Bondholder (on behalf of himself and all other Bondholders) may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, Indenture shall signify its acceptance of such appointment by executing and delivering to the Authority and to its the predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneysmoney, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but. Nevertheless, nevertheless at the request of the Authority or the request of the successor Trustee, such predecessor the Trustee that has resigned or been removed shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under this Indenture and effecting a transfer of the Letter of Credit to such successor Trustee and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneysmoney, estates, properties, rights, powers, trusts, duties and obligations, including a transfer of the Letter of Credit to such successor Trustee. Upon the acceptance Notice of the appointment by of a successor Trustee as provided in this subsection, and of such successor Trustee’s acceptance of appointment shall be given by the Authority shall mail a notice of the succession of such Trustee to the trusts hereunder to the each Rating Agency and to the Bondholders at the addresses shown on the registration books maintained by the Trusteefirst class mail. If the Authority fails to mail such notice within fifteen (15) days after following the successor Trustee’s acceptance of appointment by and the transfer of the Letter of Credit to the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the AuthorityCompany. (Ee) Any successor Trustee appointed under the provisions of this Section in succession to the Trustee (i) shall be a trust company or bank having corporate trust powers duly authorized to accept trusts of the powers of a trust companycharacter herein described, having (ii) shall have a corporate trust office in the CommonwealthCommonwealth or shall otherwise be authorized by laws of the Commonwealth to accept and perform trusts of the character herein described, having a (iii) shall have combined capital and surplus of at least One Hundred Fifty Million Dollars ($100,000,00050,000,000), and (iv) shall be subject to supervision or examination by federal or state authorities and shall be rated at least Baa3/P-3 by Moody's if the Bxxxx xxe then rated by Moody's or has received written evidence from Moody's that the xxx xx such Trustee would not result in a reduction or withdrawal of the rating on the Bondsauthorities. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any federal or state supervising or examining authority above referred toauthority, then for the purpose of this subsection the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

Duties, Immunities and Liabilities of Trustee. (Aa) The Trustee shall, prior to the occurrence of an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this IndentureIndenture and no implied covenants, duties or obligations shall be read into this Indenture against the Trustee. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (Bb) At The Administrator may remove the written direction of the CompanyTrustee at any time, the Authority and shall remove the Trustee Trustee (i) if at any time requested to do so by an instrument or concurrent instruments in writing executed signed by the Holders Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or (ii) if at any time the Administrator has knowledge that the Trustee shall cease to be eligible to act in such capacityaccordance with subsection (f) of this Section, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, in . In each case such removal shall be accomplished by the giving of written notice of such removal by the Administrator to the Trustee, and thereupon whereupon the Administrator shall appoint, with the consent of the Bank and the Company, appoint a successor Trustee by an instrument in writing. (Cc) The Trustee may at any time resign by giving written notice of such resignation to the Authority, the Company and the Bank Administrator and by giving the Bondholders Owners notice of such resignation by mail first class mail, postage prepaid, at the their respective addresses shown on the registration books maintained by the TrusteeRegistration Books. Upon receiving such notice of resignation, the Authority Administrator shall promptly appoint, with the consent of the Bank and the Company, appoint a successor Trustee by an instrument in writing, with notice of such appointment to be furnished to any Insurer. (Dd) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within forty-five (45) days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Bondholder Owner (on behalf of himself such Owner and all other BondholdersOwners) may petition any court of competent jurisdiction at the expense of the Administrator for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, Indenture shall signify its acceptance of such appointment by executing executing, acknowledging and delivering to the Authority Administrator and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the request Written Request of the Authority Administrator or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority Administrator shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon the acceptance of the appointment by a successor Trustee as provided in this subsection, the Authority Administrator shall cause either the predecessor Trustee or the successor Trustee to mail a notice of the succession of such Trustee to the trusts hereunder to each rating agency which then has a current rating on the Rating Agency Bonds and to the Bondholders Owners at the their respective addresses shown on the registration books maintained Registration Books. (e) If an Event of Default hereunder occurs with respect to any Bonds of which the Trustee has been given or is deemed to have notice, as provided in Section 6.03(d) hereof, then the Trustee shall immediately give written notice thereof, by first-class mail to the Owner of each such Bond, unless such Event of Default shall have been cured before the giving of such notice; provided, however, that unless such Event of Default consists of the failure to make any payment on the Bonds when due, the Trustee shall, within thirty (30) days of the Trustee. If the Authority fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee’s knowledge thereof, the successor Trustee shall cause give such notice to be mailed at the expense Bondowners, provided that the Trustee may elect not to give such notice if and so long as the Trustee in good faith determines that it is in the best interests of the AuthorityBondowners not to give such notice. (Ef) Any Trustee appointed under The Authority and the provisions of this Section in succession to Administrator agree that, so long as any Bonds are Outstanding, the Trustee shall be a trust company or bank having the powers of a trust company, financial institution having a corporate trust office in the CommonwealthState, having (or in the case of a corporation or trust company included in a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least One Hundred Million Dollars ($100,000,000)75,000,000, and subject to supervision or examination by federal or state authorities and shall be rated at least Baa3/P-3 by Moody's if the Bxxxx xxe then rated by Moody's or has received written evidence from Moody's that the xxx xx such Trustee would not result in a reduction or withdrawal of the rating on the Bondsauthority. If such bank or trust company financial institution publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this subsection the combined capital and surplus of such bank or trust company financial institution shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (f), the Trustee shall resign immediately in the manner and with the effect specified in this Section.

Duties, Immunities and Liabilities of Trustee. (A) The Trustee shall, prior to an Event of Default, and after the curing of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture. The Trustee shall, during the existence of any Event of Default (which has not been cured or waivedcured), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (B) At the written direction of the Company, the The Authority shall remove the Trustee if at any time requested to do so by an instrument or concurrent instruments in writing executed signed by the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or if at any time the Trustee shall cease to be eligible to act in such capacity), or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, in each case by giving written notice of such removal to the Trustee, and thereupon shall appoint, with the consent of the Bank and the Company, a successor Trustee by an instrument in writing. (C) The Trustee may at any time resign by giving written notice of such resignation to the Authority, the Company Authority and the Bank and by giving the Bondholders notice of such resignation by mail at the addresses shown on the registration books maintained by the Trustee. Upon receiving such notice of resignation, the Authority shall promptly appoint, with the consent of the Bank and the Company, a successor Trustee by an instrument in writing. (D) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within forty-five (45) days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Bondholder (on behalf of himself and all other Bondholders) may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, Indenture shall signify its acceptance of such appointment by executing and delivering to the Authority and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneysmoney, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the request of the Authority or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneysmoney, estates, properties, rights, powers, trusts, duties and obligations. Upon the acceptance of the appointment by a successor Trustee as provided in this subsection, the Authority shall mail a notice of the succession of such Trustee to the trusts hereunder to the Rating Agency Xxxxx’x and to the Bondholders at the addresses shown on the registration books maintained by the Trustee. If the Authority fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Authority. (E) Any Trustee appointed under the provisions of this Section in succession to the Trustee shall be a trust company or bank having the powers of a trust company, company having a corporate trust office in the Commonwealth, Commonwealth having a combined capital and surplus of at least One Hundred Fifty Million Dollars ($100,000,00050,000,000), subject to supervision or examination by federal or state authorities and shall be rated at least Baa3by Xxxxx’x Baa/P-3 by Moody's or better or otherwise acceptable to Xxxxx’x if the Bxxxx xxe Bonds are then rated by Moody's Xxxxx’x, or has have received written evidence from Moody's Xxxxx’x or such other rating agency then rating the Bonds that the xxx xx use of such Trustee would not result in a reduction or withdrawal of the rating on the Bonds. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this subsection the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

Duties, Immunities and Liabilities of Trustee. (A) The Trustee shall, prior to an Event of Default, and after the curing of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (B) At The Board hereby directs and authorizes the written direction of the Company, the Authority shall Company to remove the Trustee if at any time requested to do so by an instrument or concurrent instruments in writing executed by the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or if at any time the Trustee shall cease to be eligible to act in such capacity, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, in each case by giving written notice of such removal to the Trustee, and thereupon the Company shall appoint, with the consent of the Bank and the CompanyBank, a successor Trustee by an instrument in writing. (C) The Trustee may at any time resign by giving written notice of such resignation to the AuthorityBoard, the Company and the Bank and by giving the Bondholders notice of such resignation by mail at the addresses shown on the registration books maintained by the Trustee. Upon receiving such notice of resignation, the Authority Company shall promptly appoint, with the consent of the Bank and the CompanyBank, a successor Trustee by an instrument in writing. (D) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee and the transfer of the Letter of Credit to the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within forty-five (45) days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Bondholder (on behalf of himself and all other Bondholders) may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, shall signify its acceptance of such appointment by executing and delivering to the Authority Company and the Board and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the request of the Authority Company or the Board or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority Board shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligationsgranted to the Trustee hereunder. Upon the acceptance of the appointment by a successor Trustee as provided in this subsection, the Authority successor Trustee shall mail a notice of the succession of such Trustee to the trusts hereunder to the Rating Agency and to the Bondholders at the addresses shown on the registration books maintained by the Trustee. If the Authority fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Authority. (E) Any Trustee appointed under the provisions of this Section in succession to the Trustee shall be a trust company or bank having the powers of a trust company, having a corporate trust office in the CommonwealthState or the Commonwealth of Pennsylvania, having a combined capital and surplus of at least One Hundred Million Dollars ($100,000,000), subject to supervision or examination by federal or state authorities and shall be rated at least Baa3/P-3 by Moody's if the Bxxxx xxe Bonds are then rated by Moody's or has received written evidence from Moody's that the xxx xx use of such Trustee would not result in a reduction or withdrawal of the rating on the Bonds. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority Board above referred to, then for the purpose of this subsection the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

Duties, Immunities and Liabilities of Trustee. (Aa) The Trustee shall, prior to the occurrence of an Event of Default, and after the curing of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture. The Trustee shall only be obligated to perform such duties as are expressly set forth herein, and no duties or obligations not expressly set forth herein shall be implied. The Trustee shall, during the existence of any Event of Default (which has not been cured or waivedcured), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (Bb) At The Agency may remove the written direction Trustee at any time, unless an Event of the CompanyDefault shall have occurred and then be continuing, the Authority and shall remove the Trustee (i) if at any time requested to do so by an instrument or concurrent instruments in writing executed signed by the Holders Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or (ii) if at any time the Trustee shall cease to be eligible to act in such capacityaccordance with subsection (e) of this Section, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, in . In each case such removal shall be accomplished by the giving of written notice of such removal by the Agency to the Trustee, and thereupon whereupon the Agency shall appoint, with the consent of the Bank and the Company, appoint a successor Trustee by an instrument in writing. (Cc) The Trustee may at any time resign by giving written notice of such resignation to the Authority, the Company and the Bank Agency and by giving the Bondholders Bond Owners notice of such resignation by mail at the their respective addresses shown on the registration books maintained by the TrusteeRegistration Books. Upon receiving such notice of resignation, the Authority Agency shall promptly appoint, with the consent of the Bank and the Company, appoint a successor Trustee by an instrument in writing. The Trustee shall not be relieved of its duties until such successor Trustee has accepted such appointment. (Dd) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within forty-five (45) days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Bondholder Bond Owner (on behalf of himself and all other BondholdersBond Owners) may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, shall signify its acceptance of such appointment by executing and delivering to the Authority Agency and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the request Request of the Authority Agency or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor TrusteesuccessorTrustee, the Authority Agency shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon the acceptance of the appointment by a successor Trustee successorTrustee as provided in this subsection, the Authority Agency shall mail a notice of the succession of successionof such Trustee to the trusts hereunder to each rating agency which then has a current rating on the Rating Agency Bonds and to the Bondholders Bond Owners at the their respective addresses shown on the registration books maintained by the TrusteeRegistration Books. If the Authority Agency fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the AuthorityAgency. (Ee) Any Trustee appointed under the provisions of this Section in succession to the Trustee shall be a trust company company, corporation or bank having the powers of a trust company, company having a corporate trust office in the CommonwealthState of California, having a combined capital and surplus of at least One Hundred Fifty Million Dollars ($100,000,00050,000,000), and subject to supervision or examination by federal or state authorities and shall be rated at least Baa3/P-3 by Moody's if the Bxxxx xxe then rated by Moody's or has received written evidence from Moody's that the xxx xx such Trustee would not result in a reduction or withdrawal of the rating on the Bondsauthority. If such bank bank, corporation or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this subsection the combined capital and surplus of such bank bank, corporation or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this Section. (f) The Trustee shall have no responsibility or liability with respect to any information, statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds. (g) Before taking any action under Article VIII or this Article at the request of the Owners, the Trustee may require that a satisfactory indemnity bond be furnished by the Owners for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct in connection with any action so taken. (h) No provision of the Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder.