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13068670v2
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<br />46
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<br />(a) The Bonds shall be authenticated and delivered and all rights, powers,
<br />trusts, duties and obligations by this Indenture conferred upon the Trustee in respect of the
<br />custody, control or management of moneys, papers, securities and other personal property
<br />shall be exercised solely by the Trustee.
<br />(b) All rights, powers, trusts, duties and obligations conferred or imposed upon
<br />the trustees shall be conferred or imposed upon and exercised or performed by the Trustee,
<br />or by the Trustee and such co-trustees or separate trustee or separate trustees jointly, as
<br />shall be provided in the instrument appointing such co-trustee or co-trustees or separate
<br />trustee or separate trustees, except to the extent that, under the law of any jurisdiction in
<br />which any particular act or acts are to be performed, the Trustee shall be incompetent or
<br />unqualified to perform such act or acts, in which even such act or acts shall be performed
<br />by such co-trustee or co-trustees or separate trustee or separate trustees.
<br />(c) Any request in writing by the Trustee to any co-trustee or separate trustee
<br />to take or to refrain from taking any action hereunder shall be sufficient warrant for the
<br />taking, or the 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
<br />of any right, power, trust, duty or obligation, discretionary or otherwise.
<br />(e) The Trustee at any time, by an instrument in writing, with the concurrence
<br />of the Issuer, may accept the resignation of or remove any co-trustee or separate trustee
<br />appointed under this Section and in case an Event of Default shall have occurred and be
<br />continuing, the Trustee shall have power to accept the resignation of, or remove, any such
<br />co-trustee or separate trustee without the concurrence of the Issuer. Upon the request of the
<br />Trustee, the Issuer shall join with the Trustee in the execution, delivery and performance
<br />of all instruments and agreements necessary or proper to effectuate such resignation or
<br />removal.
<br />(f) No trustee hereunder shall be personally liable by reason of any act or
<br />omission of any other trustee hereunder.
<br />(g) Any demand, request, direction, appointment, removal, notice, consent,
<br />waiver or other action in writing delivered to the Trustee shall be deemed to have been
<br />delivered to each such co-trustee or separate trustee.
<br />(h) Any moneys, papers, securities or other items of personal property received
<br />by any such co-trustee or separate trustee hereunder shall forthwith, so far as may be
<br />permitted by 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 such
<br />rights, powers, duties and obligations, as shall be specified in the instrument of appointment jointly
<br />with the Trustee (except insofar as local law makes it necessary for any such co-trustee or separate
<br />trustee to act alone) subject to all the terms of this Indenture. Every such acceptance shall be filed
<br />with the Trustee. Any co-trustee or separate trustee may, at any time by an instrument in writing,
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