Agenda - Economic Development Authority - 05/24/2005

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Section 8.13 Appointment of Trustee. There shall at all times be a trustee hereunder which shall be an association or corporation organized and doing business under the laws of the United States or any State thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $10,000,000, and subject to supervision or examination by Federal or State authority. If such association or corporation publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or exrmfin/ng authority above referred to, then for the purposes of this section the combined capital and surplus of such association or corporation 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 section, and another association or corporation is eligible, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.16. Section 8.14 Merger of Trustee. Any corporation or association into which the Trustee may be converted or merged, or with which it may be consolidated, or to Which it may sell or tr:msfer its trust business and assets as a whole or substantially as a whole, or any corporation or asso,ziation, resulting fi-om any such conversion, sale, merger, consolidation or transfer to which it is a party, ipso facto, shall be and become sudcessor tastee hereunder and vested witih.all of the title to the Trust Estate and all the trusts, powers, discretions, immunities, privilege~' and all other matters as was its predecessor, without the execution or filing of any instrument or any fitrthcr act, deed or conveyance on the part of any of the parties hereto, anything herein to the c~.mtr~y notwithstanding. Section 8.15 Resignation or Removal of Trusteel The Trustee may resign and be discharged from the trusts created by this Indenture by giving to the Issuer sixty days' notice in writing, and to the Bondholders sixty days' notice by first class mail at its, heror his address as set ibrth on the registration books of such resignation, specifying a date when such resignation shall take effect. Such resignation Shall take effect on the day specified in such notice, ur.Jess previously a successor trustee shall have been appointed by the Bondholders as hereinafter. pro vided, in which event such resignation shalI take effect immediately on the appointment of such successor trustee. Any Trustee hereunder may be removed at any time by an instrument or instruments in writing, appointing a successor to the Tmste~ so removed, filed with the Trustee and exee~xted by the Issuer or the Holders of a majority in aggregate principal amount of the Bonds hereby secured and then Outstanding. Section 8.16 Appointment of Successor Trustee. In case at any time the Trustee shall resign or shall be removed or otherwise shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or ifa receiver of the Trustee or of its property shall be appointed, or ifa 9ubtic supervisory office shall take charge or control of the Trustee or of its property or a_ifa/rs, a vac~mcy shall forthwith and ipso facto be created in the office of such Trustee hereunder, and a successor may be appointed, with the written consent of the Insurer, by the Issuer or the Hoiders o i_' a majority in ag~egate principal amount of the said Bonds hereby secured and then Outstanding, by an instrument or instruments in writing filed with the Trustee and executed by such Bondholders, notification thereof being g~ven to the Issuer, but in the event the Trustee is removed by the Bondholders, until a new Trustee shall be appointed by the Bondholders as I't'6jg0]vl 115