ACT SUBJECT TO THE
FOLLOWING PROVISIONS AND CONDITIONS:
74
(I)
ALL RIGHTS, POWERS, DUTIES AND
OBLIGATIONS CONFERRED OR IMPOSED UPON CUSTODIAN SHALL BE CONFERRED OR IMPOSED
UPON AND EXERCISED OR PERFORMED BY CUSTODIAN AND SUCH SEPARATE CUSTODIAN OR
CO-CUSTODIAN JOINTLY (IT BEING UNDERSTOOD THAT SUCH SEPARATE CUSTODIAN OR
CO-CUSTODIAN IS NOT AUTHORIZED TO ACT SEPARATELY WITHOUT CUSTODIAN JOINING IN
SUCH ACT), EXCEPT TO THE EXTENT THAT UNDER ANY LAW OF ANY JURISDICTION IN WHICH
ANY PARTICULAR ACT OR ACTS ARE TO BE PERFORMED CUSTODIAN 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 WAREHOUSE ASSETS
OR ANY PORTION THEREOF IN ANY SUCH JURISDICTION) SHALL BE EXERCISED AND
PERFORMED SINGLY BY SUCH SEPARATE CUSTODIAN OR CO-CUSTODIAN, BUT SOLELY AT THE
DIRECTION OF CUSTODIAN;
(II)
NO CUSTODIAN HEREUNDER SHALL BE PERSONALLY
LIABLE BY REASON OF ANY ACT OR OMISSION OF ANY OTHER CUSTODIAN HEREUNDER; AND
(III)
CUSTODIAN MAY AT ANY TIME ACCEPT THE
RESIGNATION OF OR REMOVE ANY SEPARATE CUSTODIAN OR CO-CUSTODIAN.
(C)
ANY NOTICE, REQUEST OR OTHER WRITING GIVEN
TO CUSTODIAN SHALL BE DEEMED TO HAVE BEEN GIVEN TO EACH OF THE THEN SEPARATE
CUSTODIANS AND CO-CUSTODIANS, AS EFFECTIVELY AS IF GIVEN TO EACH OF THEM.
EVERY
INSTRUMENT APPOINTING ANY SEPARATE CUSTODIAN OR CO-CUSTODIAN SHALL REFER TO THIS
AGREEMENT AND THE CONDITIONS OF THIS ARTICLE X.
EACH SEPARATE CUSTODIAN OR
CO-CUSTODIAN, UPON ITS ACCEPTANCE OF THE TRUSTS CONFERRED, SHALL BE VESTED WITH
THE ESTATES OR PROPERTY SPECIFIED IN ITS INSTRUMENT OF APPOINTMENT, EITHER
JOINTLY WITH CUSTODIAN OR SEPARATELY, AS MAY BE PROVIDED THEREIN, SUBJECT TO ALL
THE PROVISIONS OF THIS AGREEMENT, SPECIFICALLY INCLUDING EVERY PROVISION OF THIS
AGREEMENT RELATING TO THE CONDUCT OF, AFFECTING THE LIABILITY OF, OR AFFORDING
PROTECTION TO, CUSTODIAN.
EVERY SUCH INSTRUMENT SHALL BE FILED WITH CUSTODIAN.
(D)
ANY SEPARATE CUSTODIAN OR CO-CUSTODIAN MAY
AT ANY TIME CONSTITUTE CUSTODIAN ITS AGENT OR ATTORNEY-IN-FACT WITH FULL POWER
AND AUTHORITY, TO THE EXTENT NOT PROHIBITED BY LAW, TO DO ANY LAWFUL ACT UNDER
OR IN RESPECT OF THIS AGREEMENT ON ITS BEHALF AND IN ITS NAME.
IF ANY SEPARATE
CUSTODIAN OR CO-CUSTODIAN SHALL DIE, BECOME INCAPABLE OF ACTING, RESIGN OR BE
REMOVED, ALL OF ITS ESTATES, PROPERTIES, RIGHTS, REMEDIES AND TRUSTS SHALL VEST
IN AND BE EXERCISED BY CUSTODIAN, TO THE EXTENT PERMITTED BY LAW, WITHOUT THE
APPOINTMENT OF A NEW OR SUCCESSOR CUSTODIAN.
SECTION 10.11.
ELIGIBILITY; DISQUALIFICATION.
CUSTODIAN
SHALL AT ALL TIMES BE A FINANCIAL INSTITUTION ORGANIZED AND DOING BUSINESS UNDER
THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE, BE AUTHORIZED UNDER SUCH
LAWS TO EXERCISE CORPORATE TRUST POWERS, BE SUBJECT TO SUPERVISION AND
EXAMINATION BY FEDERAL OR STATE AUTHORITY, AND HAVE A COMBINED CAPITAL AND
SURPLUS OF AT LEAST $50,000,000 AS SET FORTH IN ITS MOST RECENT PUBLISHED ANNUAL
REPORT OF CONDITION.
SECTION 10.12.
REPRESENTATIONS AND WARRANTIES OF
CUSTODIAN.
CUSTODIAN REPRESENTS AND WARRANTS THAT:
(A) CUSTODIAN IS DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER