TO TIME TO APPOINT
ONE OR MORE PERSONS OR CORPORATIONS TO ACT EITHER AS CO-TRUSTEES JOINTLY WITH
THE INDENTURE TRUSTEE, OR AS SEPARATE TRUSTEES, OR AS CUSTODIANS, FOR THE
PURPOSE OF HOLDING TITLE TO, FORECLOSING OR OTHERWISE TAKING ACTION WITH RESPECT
TO ANY OF THE COLLATERAL, WHEN SUCH SEPARATE TRUSTEE OR CO-TRUSTEE IS NECESSARY
OR ADVISABLE UNDER ANY APPLICABLE LAWS OR FOR THE PURPOSE OF OTHERWISE
CONFORMING TO ANY LEGAL REQUIREMENT, RESTRICTION OR CONDITION IN ANY APPLICABLE
JURISDICTION.
THE SEPARATE TRUSTEES, CO-TRUSTEES, OR CUSTODIANS SO APPOINTED
SHALL BE TRUSTEES, CO-TRUSTEES, OR CUSTODIANS FOR THE BENEFIT OF ALL NOTEHOLDERS
AND SHALL HAVE SUCH POWERS, RIGHTS AND REMEDIES AS SHALL BE SPECIFIED IN THE
INSTRUMENT OF APPOINTMENT; PROVIDED, HOWEVER, THAT NO SUCH APPOINTMENT SHALL, OR
SHALL BE DEEMED TO, CONSTITUTE THE
60
APPOINTEE AN AGENT OF THE INDENTURE TRUSTEE.
THE ISSUER SHALL JOIN IN ANY SUCH
APPOINTMENT, BUT SUCH JOINING SHALL NOT BE NECESSARY FOR THE EFFECTIVENESS OF
SUCH APPOINTMENT.
Every separate trustee, co-trustee and custodian shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:
(I)
ALL POWERS, DUTIES, OBLIGATIONS AND RIGHTS CONFERRED UPON THE
INDENTURE TRUSTEE IN RESPECT OF THE RECEIPT, CUSTODY AND PAYMENT OF MONEYS SHALL
BE EXERCISED SOLELY BY THE INDENTURE TRUSTEE;
(II)
ALL OTHER RIGHTS, POWERS, DUTIES AND OBLIGATIONS CONFERRED OR
IMPOSED UPON THE INDENTURE TRUSTEE SHALL BE CONFERRED OR IMPOSED UPON AND
EXERCISED OR PERFORMED BY THE INDENTURE TRUSTEE AND SUCH SEPARATE TRUSTEE,
CO-TRUSTEE, OR CUSTODIAN JOINTLY, EXCEPT TO THE EXTENT THAT UNDER ANY LAW OF ANY
JURISDICTION IN WHICH ANY PARTICULAR ACT OR ACTS ARE TO BE PERFORMED THE
INDENTURE TRUSTEE SHALL BE INCOMPETENT OR UNQUALIFIED TO PERFORM SUCH ACT OR
ACTS, IN WHICH EVENT SUCH RIGHTS, POWERS, DUTIES AND OBLIGATIONS (INCLUDING THE
HOLDING OF TITLE TO THE COLLATERAL OR ANY PORTION THEREOF IN ANY SUCH
JURISDICTION) SHALL BE EXERCISED AND PERFORMED BY SUCH SEPARATE TRUSTEE,
CO-TRUSTEE OR CUSTODIAN;
(III)
NO TRUSTEE OR CUSTODIAN HEREUNDER SHALL BE PERSONALLY LIABLE BY
REASON OF ANY ACT OR OMISSION OF ANY OTHER TRUSTEE OR CUSTODIAN HEREUNDER; AND
(IV)
THE ISSUER OR THE INDENTURE TRUSTEE MAY AT ANY TIME ACCEPT THE
RESIGNATION OF OR REMOVE ANY SEPARATE TRUSTEE, CO-TRUSTEE OR CUSTODIAN SO
APPOINTED BY IT OR THEM IF SUCH RESIGNATION OR REMOVAL DOES NOT VIOLATE THE
OTHER TERMS OF THIS INDENTURE.
Any notice, request or other writing given to the Indenture Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them.
Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Indenture and the
conditions of this Article.
Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Indenture
Trustee or separately, as may be provided therein, subject to all the provisions
of this Indenture, specifically including every provision of this