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12316306v3
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<br />(a)The Bonds shall be authenticated and delivered and all rights, powers, trusts,
<br />duties and obligations by this Indenture conferred upon the Trustee in respect of the custody,
<br />control or management of moneys, papers, securities and other personal property shall be
<br />exercised solely by the Trustee.
<br />(b)All rights, powers, trusts, duties and obligations conferred or imposed upon the
<br />trustees shall be conferred or imposed upon and exercised or performed by the Trustee, or by the
<br />Trustee and such co-trustees or separate trustee or separate trustees jointly, as shall be provided
<br />in the instrument appointing such co-trustee or co-trustees or separate trustee or separate trustees,
<br />except to the extent that, under the law of any jurisdiction in which any particular act or acts are
<br />to be performed, the Trustee shall be incompetent or unqualified to perform such act or acts, in
<br />which even such act or acts shall be performed by such co-trustee or co-trustees or separate
<br />trustee or separate trustees.
<br />(c)Any request in writing by the Trustee to any co-trustee or separate trustee to take
<br />or to refrain from taking any action hereunder shall be sufficient warrant for the taking, or the
<br />refraining from taking, of such action by such co-trustee or separate trustee.
<br />(d)Any co-trustee or separate trustee may delegate to the Trustee the exercise of any
<br />right, power, trust, duty or obligation, discretionary or otherwise.
<br />(e)The Trustee at any time, by an instrument in writing, with the concurrence of the
<br />Issuer, may accept the resignation of or remove any co-trustee or separate trustee appointed
<br />under this Section and in case an Event of Default shall have occurred and be continuing, the
<br />Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate
<br />trustee without the concurrence of the Issuer. Upon the request of the Trustee, the Issuer shall
<br />join with the Trustee in the execution, delivery and performance of all instruments and
<br />agreements necessary or proper to effectuate such resignation or removal.
<br />(f)No trustee hereunder shall be personally liable by reason of any act or omission of
<br />any other trustee hereunder.
<br />(g)Any demand, request, direction, appointment, removal, notice, consent, waiver or
<br />other action in writing delivered to the Trustee shall be deemed to have been delivered to each
<br />such co-trustee or separate trustee.
<br />(h)Any moneys, papers, securities or other items of personal property received by
<br />any such co-trustee or separate trustee hereunder shall forthwith, so far as may be permitted by
<br />law, be turned over to the Trustee.
<br />Upon the acceptance in writing of such appointment by any such co-trustee or separate
<br />trustee, it or he shall be vested with such title to the Trust Estate or any part thereof, and with
<br />such rights, powers, duties and obligations, as shall be specified in the instrument of appointment
<br />jointly with the Trustee (except insofar as local law makes it necessary for any such co-trustee or
<br />separate trustee to act alone) subject to all the terms of this Indenture. Every such acceptance
<br />shall be filed with the Trustee. Any co-trustee or separate trustee may, at any time by an
<br />instrument in writing, constitute the Trustee its or his/her attorney-in-fact and agent, with full
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