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In the event of a change in the Trustee, the predecessor Trustee shall cease to be custodian of any
money which it may hold pursuant to this Indenture and shall cease to be Registrar, Authenticating Agent
and a Paying Agent for any of the Bonds, to the extent it served in any of those capacities.
Section 6.10 Adoption of Authentication. In case any of the Bonds shall have been
authenticated, but shall not have been delivered, any successor Trustee, Registrar or Authenticating Agent
may adopt the certificate of authentication of any predecessor Trustee, Registrar or Authenticating Agent
and may deliver those Bonds so authenticated as provided herein. In case any Bonds shall not have been
authenticated, any successor Trustee, Registrar or Authenticating Agent may authenticate those Bonds in
its own name as successor Trustee. In all cases, the certificate of authentication shall have the same force
and effect as provided in the Bonds or in this Indenture with respect to the certificate of authentication of
the predecessor Trustee, Registrar or Authenticating Agent.
Section 6.11 Registrars.
(a) Succession. Anything herein to the contrary notwithstanding, any corporation or
association (1) into which a Registrar may be converted or merged, (2) with which a Registrar or any
successor to it may be consolidated, or (3) to which it may sell or transfer its assets as a whole or
substantially as a whole, or any corporation or association resulting from any such conversion, merger,
consolidation, sale or transfer, ipso facto, shall be and become successor Registrar to that Registrar
hereunder and shall be vested with each and every power, right, duty, obligation, discretion and privilege
expressed or intended by this Indenture to be exercised by or vested in the predecessor Registrar, without
the execution or filing of any instrument or document or any further act on the part of any of the parties
hereto.
(b) Resignation. A Registrar may resign at any time by giving written notice of its resignation
to the Issuer, the Borrower, the Trustee and to each Paying Agent and Authenticating Agent for the Bonds,
at least 30 days before the resignation is to take effect. The resignation shall take effect immediately,
however, upon the appointment of a successor Registrar, if the successor Registrar is appointed and accepts
that appointment before the time stated in the notice.
(c) Removal. The Registrar may be removed at any time upon 30 days’ written notice by an
instrument or document or concurrent instruments or documents in writing delivered to the Registrar, with
copies thereof mailed to the Issuer, the Trustee and the Borrower, and signed by or on behalf at least the
Majority of the Holders of the Bonds.
(d) Appointment of Successors. If (1) a Registrar shall resign, shall be removed, shall be
dissolved, or shall become otherwise completely incapable of acting hereunder, (2) a Registrar shall be
taken under the control of any public officer or officers, (3) a receiver shall be appointed for a Registrar by
a court, or (4) a Registrar shall have an order for relief entered in any case commenced by or against it
under the federal bankruptcy laws or commence a proceeding under any federal or state bankruptcy,
insolvency, reorganization or similar law, or have such a proceeding commenced against it and either have
an order of insolvency or reorganization entered against it or have the proceeding remain undismissed and
unstayed for 90 days, then a successor Registrar shall be appointed by the Trustee, with the written consent
of the Borrower; provided, that if a successor Registrar is not so appointed within 10 days after (i) a notice
of resignation or an instrument or document of removal is received by the Trustee, as provided above, or
(ii) the Registrar is dissolved, taken under control, becomes otherwise incapable of acting or a receiver is
appointed, in each case, as provided above, then, if the Trustee shall not have appointed a successor
Registrar, the Trustee shall be and become the Registrar.
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