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Official Statement Airport Commission City and County of San ...

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Rights <strong>and</strong> Duties <strong>of</strong> the Trustee<br />

(f) to provide for the issuance <strong>of</strong>, <strong>and</strong> to set the terms <strong>and</strong> conditions <strong>of</strong>, each additional Series<br />

<strong>of</strong> Bonds, including covenants <strong>and</strong> provisions with respect thereto which do not violate the<br />

terms <strong>of</strong> the 1991 Master Resolution;<br />

(g) to add requirements the compliance with which is required by a Rating Agency in<br />

connection with issuing a rating with respect to any Series <strong>of</strong> Bonds;<br />

(h) to confirm, as further assurance, any interest <strong>of</strong> the Trustee in <strong>and</strong> to Net Revenues or in<br />

<strong>and</strong> to the funds <strong>and</strong> accounts held by the Trustee or in <strong>and</strong> to any other moneys, securities<br />

or funds <strong>of</strong> the <strong>Commission</strong> provided pursuant to the 1991 Master Resolution;<br />

(i) to comply with the requirements <strong>of</strong> the Trust Indenture Act <strong>of</strong> 1939, as amended, to the<br />

extent applicable;<br />

(j) to provide for uncertificated Bonds or for the issuance <strong>of</strong> coupon or bearer Bonds or Bonds<br />

registered only as to principal;<br />

(k) to accommodate the use <strong>of</strong> a Credit Facility for specific Bonds or a Series <strong>of</strong> Bonds;<br />

(l) to designate any other airports, airfields, l<strong>and</strong>ing places or places for the take-<strong>of</strong>f <strong>and</strong><br />

l<strong>and</strong>ing <strong>of</strong> aircraft, together with related facilities or property, which are hereafter owned,<br />

controlled or operated by the <strong>Commission</strong> or over which the <strong>Commission</strong> has possession,<br />

management, supervision or control as not a part <strong>of</strong> the <strong>Airport</strong>; <strong>and</strong><br />

(m) to make any other change or addition to the 1991 Master Resolution which, in the opinion<br />

<strong>of</strong> nationally recognized bond counsel, will not have a material adverse effect on the<br />

interests <strong>of</strong> the Holders <strong>of</strong> the Bonds.<br />

The Trustee may resign at any time. Written notice <strong>of</strong> such resignation must be given to the<br />

<strong>Commission</strong> <strong>and</strong> such resignation will take effect upon the later <strong>of</strong> the date 90 days after receipt <strong>of</strong> such notice by the<br />

<strong>Commission</strong> <strong>and</strong> the date <strong>of</strong> the appointment, qualification <strong>and</strong> acceptance <strong>of</strong> a successor Trustee. In the event a<br />

successor Trustee has not been appointed <strong>and</strong> qualified within 60 days after the date notice <strong>of</strong> resignation is given, the<br />

Trustee or the <strong>Commission</strong> may apply to any court <strong>of</strong> competent jurisdiction for the appointment <strong>of</strong> a successor Trustee<br />

to act until such time as a successor is appointed.<br />

In addition, the Trustee may be removed at any time by the <strong>Commission</strong> so long as (i) no Event <strong>of</strong><br />

Default has occurred <strong>and</strong> is continuing <strong>and</strong> (ii) the <strong>Commission</strong> determines that the removal <strong>of</strong> the Trustee will not<br />

have an adverse effect upon the rights or interests <strong>of</strong> the Holders <strong>of</strong> Bonds. Subject to clause (ii) <strong>of</strong> the preceding<br />

sentence, in the event the Trustee becomes Insolvent, the <strong>Commission</strong> may remove the Trustee by written notice<br />

effective immediately upon the appointment, qualification <strong>and</strong> appointment <strong>of</strong> a successor Trustee.<br />

In the event the Trustee resigns, is removed, is dissolved, becomes Insolvent or otherwise becomes<br />

incapable to act as the Trustee, the <strong>Commission</strong> is entitled to appoint a successor Trustee. In any event, no removal or<br />

resignation <strong>of</strong> the Trustee will be effective until a successor trustee has accepted appointment by the <strong>Commission</strong>.<br />

Unless otherwise ordered by a court or regulatory body, or unless required by law, any successor<br />

Trustee will be a trust company or bank having the powers <strong>of</strong> a trust company as to trusts, qualified to do <strong>and</strong> doing<br />

trust business within the State <strong>of</strong> California <strong>and</strong> having an <strong>of</strong>ficially reported combined capital, surplus, undivided<br />

pr<strong>of</strong>its <strong>and</strong> reserves aggregating at least $50,000,000; provided, such an institution is willing, qualified <strong>and</strong> able to<br />

accept the trust upon reasonable or customary terms.<br />

C-26

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