Guam § 8 - Duties immunities and Liabilities of Trustee, Deposi-

§ 8. Duties immunities and Liabilities of Trustee, Deposi-

tary and Registrar.

(A) The Trustee shall, prior to an Event of Default, and after

the curing of all Events of Default which may have occurred,

perform such duties and only such duties as are specifically set

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forth in this Indenture for it to perform. The Trustee shall, during

the existence of any Event of Default which has not been cured,

exercise such of the rights and powers vested in it by this

Indenture, and use the same degree of care and skill in their

exercise, as a prudent person would exercise or use under the

circumstances in the conduct of such person’s own affairs.

(B) The Depositary and the Registrar shall, prior to an Event

of Default, and after the curing of all Events of Default which may

have occurred, perform such duties and only such duties as are

specifically set forth in this Indenture. The Depositary and the

Registrar shall, during the existence of any Event of Default

(which has not been cured), follow the directions of the Trustee

with respect to any of the funds held by the Depositary under this

indenture.

(C) The Government may remove the Trustee, the Depositary

or the Registrar at any time unless an Event of Default shall have

occurred and then be continuing, and shall remove the Trustee, the

Depositary or the Registrar if at any time requested to do so by an

instrument or concurrent instruments in writing signed by the

Holders of not less than a majority in aggregate principal amount

of the Bonds then Outstanding (or their attorneys duly authorized

in writing) or if at any time the Trustee, the Depositary or the

Registrar shall cease to be eligible in accordance with subsection

(F) of this Section, or shall become incapable of acting, or shall

be adjudged a bankrupt or insolvent, or a receiver of either the

Trustee, the Depositary or the Registrar or their respective

property shall be appointed, or any public officer shall take control

or charge of the Trustee, the Depositary or the Registrar or their

respective property or affairs for the purpose of rehabilitation,

conservation or liquidation; in each case by giving written notice

of such removal to the Trustee, the Depositary, and the Registrar

and thereupon shall appoint a successor Trustee, Depositary or

Registrar, as the case may be, by an instrument in writing.

(D) The Trustee, the Depositary or the Registrar may at any

time resign by giving written notice of such resignation to the

Government and the other Fiduciaries. Upon receiving such notice

of resignation, the Government shall promptly appoint a successor

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Trustee, Depositary or Registrar, as the case may be, by an

instrument in writing.

(E) Any such removal or resignation and appointment of a

successor shall become effective upon acceptance of appointment

by the successor. Promptly upon such acceptance, the

Government shall give notice thereof to each Paying Agent and

Credit Provider and to the Bondholders by mail in the manner

provided by § 4.03. If no successor shall have been appointed and

have accepted appointment within forty-five (45) days after giving

notice of removal or notice of resignation as aforesaid, the

resigning Trustee, Depositary or Registrar, as the case may be, or

any Bondholder (on behalf of such Bondholder and all other

Bondholders) may petition any court of competent jurisdiction for

the appointment of a successor, and such court may thereupon,

after such notice (if any) as it may deem proper, appoint such

successor. Any such successor appointed under this Indenture

shall signify its acceptance of such appointment by executing and

delivering to the Government and to its predecessor a written

acceptance thereof,, and thereupon such successor, without any

further act, deed or conveyance, shall become vested with all the

moneys, estates, properties, rights, powers, trusts, duties and

obligations of such predecessor, with like effect as if originally

named herein; but, nevertheless, at the Request of the Government

or the request of the successor, such predecessor shall execute and

deliver any and all instruments of conveyance or further assurance

and do such other things as may reasonably be required for more

fully and certainly vesting in and confirming to such successor all

the right, title and interest of such predecessor in and to any

property held by it under this Indenture and shall pay over,

transfer, assign and deliver to the successor any money or other

property subject to the trusts and conditions herein set forth. Upon

request of the successor, the Government shall execute and deliver

any and all instruments as may be reasonably required for more

fully and certainly vesting in and confirming to such successor all

such moneys, estates, properties, rights, powers, trusts, duties and

obligations.

(F) (1) Any Trustee and any Registrar appointed under the

provisions of this Section in succession to the Trustee or the

Registrar, respectively, shall be a trust company or commercial

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bank having the powers of a trust company doing business and

having a corporate trust office in Guam or in any State of The

United States, having a combined capital and surplus of at least

Twenty Million Dollars ($20,000,000), and subject to supervision

or examination by federal or state authority. If such bank or trust

company publishes a report of condition at least annually,

pursuant to law or to the requirements of any supervising or

examining authority above referred to, then for the purpose of this

Section the combined capital and surplus of such bank or trust

company shall be deemed to be its combined capital and surplus

as set forth in its most recent report of condition so published. In

case at any time the Trustee or the Registrar shall cease to be

eligible in accordance with the provisions of this subsection (F)(l),

it shah resign immediately in the manner and with the effect

specified in this Section.

(2) Any Depositary appointed under the provisions of this

Section in succession to the Depositary shall be a trust company

or commercial bank having the powers of a trust company doing

business and having a trust office in Agana, Guam, having a

combined capital and surplus of at least Ten Million Dollars

($10,000,000), and subject to supervision or examination by

federal or Guam authority. If such bank or trust company

publishes a report of condition at least annually, pursuant to law

or to the requirements of any supervising or examining authority

above referred to, then for the purpose of this Section the

combined capital and surplus of such bank or trust company shall

be deemed to be its combined capital and surplus as set forth in its

most recent report of condition so published. In case at any time

the Depositary shall cease to be eligible in accordance with the

provisions of this subsection (F)(2), the Depositary shall resign

immediately in the manner and with the effect specified in this

Section.

(G) Any company into which the Trustee, the Depositary or

the Registrar may be merged or converted or with which it may be

consolidated or any company resulting from any merger,

conversion or consolidation to which it shall be a party or any

company to which the Trustee, the Depositary or the Registrar

may sell or transfer all or substantially all of its corporate trust

business, provided such company shall be eligible under

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subsection (F) of this Section, shall be the successor to such

Trustee, Depositary or Registrar, as the case may be, without the

execution or filing of any paper or any further act, anything herein

to the contrary notwithstanding. Any such successor shall give

notice of such merger, conversion or consolidation to each other

Fiduciary and to the Government.

(H) lf the application, payment, withdrawal or transfer of

money hereunder is not made in accordance with the provisions

of this Indenture, the Trustee, Depositary or other responsible

Fiduciary shall pay to the Government and shall deposit into the

funds and accounts amounts equal to the expenses incurred and

revenues and earnings lost, respectively, as a result of such

noncompliance on the part of such Fiduciary.

2018 NOTE: References to “Territory” and “territorial” removed and/or

altered to “Guam” pursuant to 1 GCA § 420.