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Attachment B
<br />may sell or transfer its corporate trust business and assets as a whole or substantially as a whole,
<br />or any association or corporation resulting from any such conversion, sale, merger, consolidation
<br />or transfer to which it is a party shall, ipso facto, be and become successor Fiscal Agent hereunder
<br />and vested with all the title to the whole property or Pledged Security and all the trusts, powers,
<br />discretions, immunities, privileges and all other matters as was its predecessor, without the
<br />execution or filing of any instruments or any further act, deed or conveyance on the part of any of
<br />the parties hereto, anything herein to the contrary notwithstanding, and shall also be and become
<br />successor Fiscal Agent in respect of the legal interest of the Fiscal Agent in the Loans.
<br />Section 7.09 Resignation by the Fiscal Agent. The Fiscal Agent may at any time resign
<br />from the trusts hereby created by giving written notice to the Governmental Lender, the Borrower,
<br />the Servicer, the Funding Lender Representative and during the Construction Phase, the Financial
<br />Monitor. Such notice to the Governmental Lender, the Borrower, the Servicer, the Funding Lender
<br />Representative, and during the Construction Phase, the Financial Monitor, and may be served
<br />personally or sent by certified mail or overnight delivery service. The resignation of the Fiscal
<br />Agent shall not be effective until a successor Fiscal Agent has been appointed as provided herein
<br />and such successor Fiscal Agent shall have agreed in writing to be bound by the duties and
<br />obligations of the Fiscal Agent hereunder.
<br />Section 7.10 Removal of the Fiscal Agent. The Fiscal Agent may be removed at any
<br />time, either with or without cause, with the consent of the Funding Lender Representative (which
<br />consent of the Funding Lender Representative shall not be unreasonably withheld), by a written
<br />instrument signed by the Governmental Lender and delivered to the Fiscal Agent, the Servicer, the
<br />Borrower, and during the Construction Phase, the Financial Monitor. The Fiscal Agent may also
<br />be removed by a written instrument signed by the Funding Lender Representative and delivered
<br />to the Fiscal Agent, the Servicer, the Governmental Lender, the Borrower, and during the
<br />Construction Phase, the Financial Monitor. In each case written notice of such removal shall be
<br />given to the Servicer, the Borrower, the Funding Lender, and during the Construction Phase, the
<br />Financial Monitor,. Any such removal shall take effect on the day specified in such written
<br />instrument(s), but the Fiscal Agent shall not be discharged from the trusts hereby created until a
<br />successor Fiscal Agent has been appointed and has accepted such appointment and has agreed in
<br />writing to be bound by the duties and obligations of the Fiscal Agent hereunder.
<br />Section 7.11 Appointment of Successor Fiscal Agent.
<br />(a) In case at any time the Fiscal Agent shall resign or be removed, or be dissolved, or
<br />shall be in course of dissolution or liquidation, or otherwise become incapable of acting hereunder,
<br />or shall be adjudged as bankrupt or insolvent, or if a receiver of the Fiscal Agent or of its property
<br />shall be appointed, or if a public supervisory office shall take charge or control of the Fiscal Agent
<br />or of its property or affairs, a vacancy shall forthwith and ipso facto be created in the office of such
<br />Fiscal Agent hereunder, and the Governmental Lender, with the written consent of the Funding
<br />Lender Representative, shall promptly appoint a successor Fiscal Agent. Any such appointment
<br />shall be made by a written instrument executed by an Authorized Officer of the Governmental
<br />Lender. If the Governmental Lender fails to appoint a successor Fiscal Agent within ten (10) days
<br />following the resignation or removal of the Fiscal Agent pursuant to Section 7.09 or Section 7.10
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