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<br />by and vest in such separate fiscal agent or co-fiscal agent, but only to the extent necessary to
<br />enable such co-fiscal agent or separate fiscal agent to exercise such powers, rights, trusts and
<br />remedies, and every covenant and obligation necessary to the exercise thereof by such co-fiscal
<br />agent or separate fiscal agent shall run to and be enforceable by either of them, subject to the
<br />remaining provisions of this Section 7.13. Such co-fiscal agent or separate fiscal agent shall deliver
<br />an instrument in writing acknowledging and accepting its appointment hereunder to Governmental
<br />Lender and Fiscal Agent.
<br />Should any instrument in writing from Governmental Lender be required by the co-fiscal
<br />agent or separate fiscal agent so appointed by Fiscal Agent for more fully and certainly vesting in
<br />and confirming to him or it such properties, rights, powers, trusts, duties and obligations, any and
<br />all such instruments in writing shall, on request, be executed, acknowledged and delivered by
<br />Governmental Lender, Fiscal Agent and Borrower. If Governmental Lender shall fail to deliver
<br />the same within thirty (30) days of such request, Fiscal Agent is hereby appointed attorney-in-fact
<br />for Governmental Lender to execute, acknowledge and deliver such instruments in Governmental
<br />Lender’s name and stead. In case any co-fiscal agent or separate fiscal agent, or a successor to
<br />either, shall die, become incapable of acting, resign or be removed, all the estates, properties,
<br />rights, powers, trusts, duties and obligations of such co-fiscal agent or separate fiscal agent, so far
<br />as permitted by law, shall vest in and be exercised by Fiscal Agent until the appointment of a new
<br />Fiscal Agent or successor to such co-fiscal agent or separate fiscal agent.
<br />Every co-fiscal agent or separate fiscal agent shall, to the extent permitted by law, but to
<br />such extent only, be appointed subject to the following terms, namely:
<br />(a) The Governmental Note shall be authenticated and delivered, and all rights,
<br />powers, trusts, duties and obligations by this Funding Loan Agreement conferred upon
<br />Fiscal Agent in respect of the custody, control or management of money, papers, securities
<br />and other personal property shall be exercised solely by Fiscal Agent.
<br />(b) All rights, powers, trusts, duties and obligations conferred or imposed upon
<br />Fiscal Agent shall be conferred or imposed upon or exercised or performed by Fiscal
<br />Agent, or by Fiscal Agent and such co-fiscal agent, or separate fiscal agent jointly, as shall
<br />be provided in the instrument appointing such co-fiscal agent or separate fiscal agent,
<br />except to the extent that under the law of any jurisdiction in which any particular act or acts
<br />are to be performed Fiscal Agent shall be incompetent or unqualified to perform such act
<br />or acts, in which event such act or acts shall be performed by such co-fiscal agent or
<br />separate fiscal agent.
<br />(c) Any request in writing by Fiscal Agent to any co-fiscal agent or separate
<br />fiscal agent to take or to refrain from taking any action hereunder shall be sufficient warrant
<br />for the taking or the refraining from taking of such action by such co-fiscal agent or separate
<br />fiscal agent.
<br />(d) Any co-fiscal agent or separate fiscal agent to the extent permitted by law
<br />shall delegate to Fiscal Agent the exercise of any right, power, trust, duty or obligation,
<br />discretionary or otherwise.
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