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the Bond Insurer a written acceptance thereof, and thereupon such successor Trustee, without
<br />any further act, deed or conveyance, shall become vested with all the moneys, estates, properties,
<br />rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if
<br />originally named Trustee herein; but, nevertheless, at the written request of the Agency or of the
<br />successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of
<br />conveyance or further assurance and do such other things as may reasonably be required for fully
<br />and certainly vesting in and confirming to such successor Trustee all the right, title and interest
<br />of such predecessor Trustee in and to any property held by it under the Indenture and shall pay
<br />over, transfer, assign and deliver to the successor Trustee any money or other property subject to
<br />the trusts and conditions set forth herein. Upon request of the successor Trustee, the Agency
<br />shall execute and deliver any and all instruments as may be reasonably required for fully and
<br />certainly vesting in and confirming to such successor Trustee all such moneys, estates,
<br />properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a
<br />successor Trustee as provided in this subsection, such successor Trustee shall mail a notice of the
<br />succession of such Trustee to the trusts hereunder by first class mail, postage prepaid, to the
<br />Owners at their addresses listed in the Bond Register.
<br />(e) Any Trustee appointed under the provisions of this section shall be a national
<br />banking association trust company or bank having the powers of a trust company or authorized
<br />to exercise trust powers, having a corporate trust office in California, having (or in the case of a
<br />national banking association, bank, trust company or bank holding company which is a member
<br />of a bank holding company system, the related bank holding company shall have) a combined
<br />capital and surplus of at least fifty million dollars ($50,000,000), and subject to supervision or
<br />examination by federal or state authority. If such national banking association, bank, trust
<br />company or bank holding company publishes a report of condition at least annually, pursuant to
<br />law or to the requirements of any supervising or examining authority above referred to, then for
<br />the purpose of this subsection the combined capital and surplus of such national banking
<br />association, bank, trust company or bank holding company shall be deemed to be its combined
<br />capital and surplus as set forth in its most recent report of condition so published. In case at any
<br />time the Trustee shall cease to be eligible in accordance with the provisions of this subsection,
<br />the Trustee shall resign immediately in the manner and with the effect specified in this section.
<br />(f) No provision in the Indenture shall require the Trustee to risk or expend its own
<br />funds or otherwise incur any financial liability in the performance of any of its duties hereunder
<br />unless the Owners shall have offered to the Trustee security or indemnity it deems reasonable,
<br />against the costs, expenses and liabilities that may be incurred.
<br />(g) In accepting the trust hereby created, the Trustee acts solely as Trustee for the
<br />Owners and not in its individual capacity, and under no circumstances shall the Trustee be liable
<br />in its individual capacity for the obligations evidenced by the Bonds.
<br />- (h) The Trustee makes no representation or warranty, express or implied, as to the
<br />compliance with legal requirements of the use contemplated by the Agency of the funds under
<br />the Indenture.
<br />(i) The Trustee shall not be responsible for the recording or filing of any document
<br />relating to the Indenture or of financing statements (or continuation statements in connection
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<br />40990-25
<br />SA -3-60
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