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Any successor Trustee, however, (i) shall be a trust company or a bank having the powers of a trust
company; (ii) shall be in good standing within the Commonwealth; (iii) shall be duly authorized to exercise
trust powers within the Commonwealth; (iv) shall have a reported capital, surplus and retained earnings of
not less than $100,000,000; and (v) shall have at least a Minimum Trustee Rating.
Section 6.06 Appointment of Co-Trustee. It is the purpose of this Indenture that there shall
be no violation of any law of any jurisdiction (including without limitation the laws of the Commonwealth)
denying or restricting the right of banks or trust companies to transact business as trustees in that
jurisdiction. It is recognized that (a) if there is litigation under this Indenture or other instruments or
documents relating to the Bonds and the Project, and in particular, in case of the enforcement hereof or
thereof upon a default or an Event of Default, or (b) if the Trustee should deem that, by reason of any
present or future law of any jurisdiction, it may not (1) exercise any of the powers, rights or remedies
granted herein to the Trustee, (2) hold title to the properties, in trust, as granted herein, or (3) take any action
which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint
an individual or additional institution as a co-Trustee. The following provisions of this Section are adapted
to these ends.
In the event that the Trustee appoints an individual or additional institution as a co-Trustee, each
and every trust, property, remedy, power, right, duty, obligation, discretion, privilege, claim, demand, cause
of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised
by, vested in or conveyed to the Trustee shall be exercisable by, vest in and be conveyed to that co-Trustee,
but only to the extent necessary for it to be so vested and conveyed and to enable that co-Trustee to exercise
it. Every covenant, agreement and obligation necessary to the exercise thereof by that co-Trustee shall run
to and be enforceable by it.
Should any instrument or document in writing from the Issuer reasonably be required by the
co-Trustee so appointed by the Trustee for vesting and conveying more fully and certainly in and to that
co-Trustee those trusts, properties, remedies, powers, rights, duties, obligations, discretions, privileges,
claims, demands, causes of action, immunities, estates, titles, interests and liens, that instrument or
document shall be executed, acknowledged and delivered, but not prepared, by the Issuer. In case any
co-Trustee or a successor to it shall die, become incapable of acting, resign or be removed, all of the trusts,
properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of
action, immunities, estates, titles, interests and liens of the co-Trustee shall be exercised by, vest in and be
conveyed to the Trustee, to the extent permitted by law, until the appointment of a successor to the
co-Trustee.
The total compensation of the Trustee and any co-Trustee or separate trustee shall be as, and may
not exceed the amounts, provided in Section 6.03 hereof.
Section 6.07 Resignation by the Trustee. The Trustee may resign at any time from the trusts
created hereby by giving written notice of the resignation to the Issuer, the Borrower, the Investor Limited
Partners, the Registrar, the Paying Agents and Authenticating Agents, and by mailing written notice of the
resignation to the Holders as their names and addresses appear on the Register at the close of business 15
days prior to the mailing. Notwithstanding the foregoing, if the Trustee no longer has a Minimum Trustee
Rating, it shall resign within 60 calendar days of the withdrawal or suspension of a former Minimum Trustee
Rating or other event giving rise to its failure to maintain a Minimum Trustee Rating. The resignation shall
take effect upon the appointment of a successor Trustee as provided for in Section 6.09 hereof or an order
of a court of competent jurisdiction allowing the Trustee to resign.
The resigning trustee shall not be liable for the actions of the successor Trustee.
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