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<br />Registrar or any successor to it may be consolidated, or (iii) to which it may
<br />sell or transfer its assets and trust business as a whole or substantially as a
<br />whole, or any corporation or association resulting from any such conversion,
<br />merger, consolidation, sale or transfer, ipso facto, shall be and become
<br />successor Fiscal Agent and Registrar hereunder and shall be vested with all of
<br />the title to the whole property or trust estate hereunder; and
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<br />(b) that corporation or association shall be vested further, as was its
<br />predecessor, with each and every trust, property, remedy, power, right, duty,
<br />obligation, direction, privilege, claim, demand, cause of action, immunity,
<br />estate, title, interest and lien expressed or intended by this General Bond
<br />Legislation to be exercised by, vested in or conveyed to the Fiscal Agent and
<br />Registrar without the execution or filing of any instrument or document or any
<br />further act on the part of any of the parties hereto.
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<br />Any successor Fiscal Agent and Registrar, however, (i) shall be a
<br />trust company or a bank having the powers of a trust company, (ii) shall be in
<br />good standing within the State, (iii) shall be duly authorized to exercise trust
<br />powers within the State, (iv) shall have a reported capital and surplus of not
<br />lesa than $25,000,000 and (v) shall notify the Issuer through the Fiscal Officer,
<br />in writing, at least ten (10) days prior to such successor Fiscal Agent and
<br />Registrar assuming the duties and obligations of the Fiscal Agent and Registrar
<br />hereunder.
<br />
<br />Section 29. Resianation of the Fiscal Aaent and Bond Reaistrar. The
<br />Fiscal Agent and Registrar may resign at any time from the trusts created herein
<br />by giving written notice of the resignation to the Issuer and by mailing written
<br />notice of the resignation to the Holders as their names and addresses appear on
<br />the Register at the close of business fifteen (15) days prior to the mailing.
<br />The resignation shall not take effect until a successor Fiscal Agent and
<br />Registrar has been appointed pursuant to section 31 hereof, at which time the
<br />duties of the resigning Fiscal Agent and Registrar shall cease.
<br />
<br />Section 30. Removal of the Fiscal Aaent and Reaistrar. The Fiscal
<br />Agent and Registrar may be removed at any time by an instrument or document or
<br />concurrent instruments or documents in writing delivered to the Fiscal Agent and
<br />Registrar, with copies thereof mailed to the Issuer if such instrument or
<br />document is not signed by the Issuer, and signed (i) by the Issuer or (ii) by or
<br />on behalf of the Holders of not less than a majority in aggregate principal
<br />amount of the Bonds and Notes then outstanding.
<br />
<br />The Fiscal Agent and Registrar may also be removed at any time for
<br />any breach of trust or for acting or proceeding in violation of, or for failing
<br />to act or proceed in accordance with, any provision of this General Bond
<br />Legislation with respect to the duties and obligations of the Fiscal Agent and
<br />Registrar by any court of competent jurisdiction upon the application of the
<br />Holders of not less than twenty percent (20%) in aggregate principal amount of
<br />the Bonds and Notes then outstanding under this General Bond Legislation. No
<br />removal shall take effect until a successor Fiscal Agent and Registrar has been
<br />appointed pursuant to Section 31 hereof.
<br />
<br />Section 31. Appointment of Successor Fiscal Aaent and Reaistrar.
<br />If (i) the Fiscal Agent and Regiatrar shall resign, shall be removed, shall be
<br />dissolved, or shall become otherwise incapable of acting hereunder, (ii) the
<br />Fiscal Agent and Registrar shall be taken under the control of any public officer
<br />or officers, or (iii) a receiver shall be appointed for the Fiscal Agent and Bond
<br />Registrar by a court, then a successor Fiscal Agent and Registrar shall be
<br />appointed by the Issuer; provided, however, that if a successor Fiscal Agent and
<br />Registrar is not so appointed within ten (10) days after (a) a notice of
<br />resignation Or an instrument or document of removal is received or signed by the
<br />ISi!uer, as provided in Sections 29 and 30 hereof, respectively, or (b) the Fiscal
<br />Agent and Registrar is dissolved, taken under control, becomes otherwise
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