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SECTION 6.05 Intervention by Trustee. In any judicial proceeding to which the City is a <br />party which, in the opinion of the Trustee and its counsel, has a substantial bearing on the <br />interests of Owners of any of the Series 2019 Bonds, the Trustee may intervene on behalf of such <br />Bond Owners, and subject to Section 6.02 hereof, shall do so if requested in writing by the <br />Owners of at least twenty-five percent (25%) in aggregate principal amount of such Series 2019 <br />Bonds then Outstanding. <br />SECTION 6.06 Removal of Trustee. The Owners of a majority in aggregate principal <br />amount of the Outstanding Series 2019 Bonds may at any time, and the City may so long as no <br />Event of Default shall have occurred and then be continuing, remove the Trustee initially <br />appointed, and any successor thereto, by an instrument or concurrent instruments in writing <br />delivered to the Trustee (where applicable), whereupon the City or such Owners, as the case may <br />be, shall appoint a successor or successors thereto; provided that any such successor shall be a <br />bank or trust company meeting the requirements set forth in Section 6.01 hereof. The Trustee <br />shall be precluded from charging a termination fee in such event. <br />SECTION 6.07 Resignation by Trustee. The Trustee and any successor Trustee may at any <br />time resign by giving thirty (30) days' written notice, as provided in Section 9.10 hereof, to the <br />City. Upon receiving such notice of resignation, the City shall promptly appoint a successor <br />Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee shall <br />become effective upon acceptance of appointment by the successor Trustee. Upon such <br />acceptance, the City shall cause notice thereof to be given by first class mail to the Bond Owners <br />at their respective addresses set forth on the Bond Registration Books. No resignation of the <br />Trustee shall take effect until a successor is appointed and has accepted. <br />SECTION 6.08 Appointment of Successor Trustee. In the event of the removal or <br />resignation of the Trustee pursuant to Sections 6.06 or 6.07, respectively, the City shall promptly <br />appoint a successor Trustee. In the event the City shall for any reason whatsoever fail to appoint <br />a successor Trustee within forty-five (45) days following the delivery to the Trustee of the <br />instrument described in Section 6.06 or within forty-five (45) days following the receipt of notice <br />by the City pursuant to Section 6.07, the Trustee may apply to a court of competent jurisdiction <br />for the appointment of a successor Trustee meeting the requirements of Section 6.01 hereof. Any <br />such successor Trustee appointed by such court shall become the successor Trustee hereunder <br />notwithstanding any action by the City purporting to appoint a successor Trustee following the <br />expiration of such forty -five-day period. <br />SECTION 6.09 Merger or Consolidation. Any company into which the Trustee may be <br />merged or converted or with which it may be consolidated, or any company resulting from any <br />merger, conversion or consolidation to which it shall be a party, or any company to which the <br />Trustee may sell or transfer all or substantially all of its corporate trust business (provided that <br />such company shall be eligible under Section 6.01), shall be the successor to the Trustee and <br />vested with all of the title to the trust estate and all of the trusts, powers, discretions, immunities, <br />privileges and all other matters as was its predecessor, without the execution or filing of any <br />paper or further act, anything herein to the contrary notwithstanding. <br />SECTION 6.10 Concerning any Successor Trustee. Every successor Trustee appointed <br />hereunder shall execute, acknowledge and deliver to its predecessor and also to the City an <br />55394.00055\32329348.3 554 47 <br />