Agenda - 11-16-1993 - VIII-A (2)

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as set forth in its most recent published annual report of condition or (ii) be controlled directly or indirectly through one or more subsidiaries by a bank holding company that has a combined capital and surplus of at least$50,000,000 as set forth in its most recent published annual report of condition, have at least$50,000,000 of trust assets under management and have a combined capital and surplus of at least $2,000,000 as set forth in its most recent published report of condition, and (c) will be qualified under the laws of the State to perform the duties of trustee. Section 10.14.✓udicial Appointment of Successor Trustee. If the Trustee resigns and no appointment of a successor Trustee is made pursuant to the foregoing provisions of this Article before the date specified in the notice of resignation as the date when such resignation is to take effect, the resigning Trustee may forthwith apply to a court of competent jurisdiction for the appointment of a successor Trustee. If no appointment of a successor Trustee is made pursuant to the foregoing provisions of this Article within six months after a vacancy has occurred in the office of the Trustee, any Owner may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may then, after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee. Section 10.15.Acceptance of Trusts by Successor Trustee. Any successor Trustee appointed hereunder must execute, acknowledge and deliver to the Corporation an instrument accepting such appointment hereunder, and then such successor Trustee, without any further act, deed or conveyance, will become duly vested with all the estates, property, rights, powers„ trusts, duties and obligations of its predecessor in the trust hereunder, with like effect as if originally named Trustee herein. On request of such Trustee, such predecessor Trustee and the Corporation must execute and deliver an instrument transferring to such successor Trustee all the estates, property, rights, powers and trusts hereunder of such predecessor Trustee and, subject to the provisions of Section 10.04, such predecessor Trustee will pay over to the successor Trustee all moneys and other assets at the time held by it hereunder. Section 10.16.Successor by Merger or Consolidation. Any corporation into which any Trustee hereunder may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which any.Trustee hereunder is a party or to which the corporate trust business of the Trustee is transferred substantially as a whole and which otherwise qualifies as a successor Trustee hereunder, will be the successor Trustee under this Indenture, without the execution or filing of any paper or any further act on the part of the parties hereto, anything in this Indenture to the contrary notwithstanding. Section 10.17.Standard of Care. Notwithstanding any other provisions of this Article, the Trustee will, during the existence of an Event of Default of which the Trustee has notice or is deemed to have notice pursuant to Section 9.01, exercise such of the rights and powers vested in it by this Indenture and use the same degree of skill and care in their exercise as a prudent person would use and exercise under the circumstances in the conduct of the affairs of others. Section 10.18.Intervention in Litigation of Corporation. In any judicial proceeding to which the Corporation is a party and which in the opinion of the Trustee and its counsel has a substantial bearing on the interests of the Owners of Bonds, the Trustee may and will, at the written request of the Owners of Bonds of at least 25% in principal amount of the Bonds Outstanding, on receipt of indemnity satisfactory to it, intervene in such litigation for and on behalf of the Owners of Bonds, if permitted by the court having jurisdiction in the premises. Section 10.19.Reliance on Bond of Corporation. As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee will be entitled to rely on a certificate signed on behalf of the Corporation by the President or Vice President of the Corporation and attested by the Secretary or an Assistant Secretary of the Corporation as sufficient 42