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instrument in writing accepting such appointment hereunder and thereupon such successor, <br />without any further act, deed or conveyance, shall become fully vested with all the estates, <br />properties, rights, powers, trusts, duties and obligations of its predecessors; but such predecessor <br />shall, nevertheless, on the written request of the City, or of its successor, execute and deliver an <br />instrument transferring to such successor all the estates, properties, rights, powers and trusts of <br />such predecessor hereunder; and every predecessor Trustee shall deliver all securities and <br />moneys held by it as the Trustee hereunder to its successor. Should any instrument in writing <br />from the City be required by any successor Trustee for more fully and certainly vesting in such <br />successor the estate, rights, powers and duties hereby vested or intended to be vested in the <br />predecessor, any and all such instruments in writing shall, on request, be executed, <br />acknowledged and delivered by the City. <br />SECTION 6.11 Appointment of Co -Trustee. It is the purpose of this Indenture that there <br />shall be no violation of any law of any jurisdiction (including particularly the law of the State) <br />denying or restricting the right of banking corporations or associations to transact business as <br />Trustee in such jurisdiction. It is recognized that in the case of litigation under this Indenture, and <br />in particular in case of the enforcement of the rights of the Trustee on default, or in the case the <br />Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise <br />any of the powers, rights or remedies herein granted to the Trustee or hold title to the properties, <br />in trust, as herein granted, or take any other action which may be desirable or necessary in <br />connection therewith, it may be necessary that the Trustee appoint an additional individual or <br />institution as a separate or co -trustee. The following provisions of this Section 6.11 are adopted <br />to these ends. <br />In the event that the Trustee appoints an additional individual or institution as a separate <br />or co -trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, <br />estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested <br />in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such <br />separate or co -trustee but only to the extent necessary to enable such separate or co -trustee to <br />exercise such powers, rights and remedies, and every covenant and obligation necessary to the <br />exercise thereof by such separate or co -trustee shall run to and be enforceable by either of them. <br />Should any instrument in writing from the City be required by the separate trustee or co - <br />trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to it <br />such properties, rights, powers, trusts, duties and obligations, any and all such instruments in <br />writing shall, on request, be executed, acknowledged and delivered by the City. In case any <br />separate trustee or co -trustee, or a successor to either, shall become incapable of acting, resign or <br />be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such <br />separate trustee or co -trustee, so far as permitted by law, shall vest in and be exercised by the <br />Trustee until the appointment of a new trustee or successor to such separate trustee or co -trustee. <br />SECTION 6.12 Indemnification; Limited Liability of Trustee. The City shall indemnify <br />and hold the Trustee harmless from and against all claims, losses, costs, expenses, liabilities and <br />damages including legal fees and expenses arising from the exercise and performance of its <br />duties hereunder and the termination of this Indenture. Such indemnity and fees and expenses <br />pursuant to Section 6.03 shall survive the resignation or removal of the Trustee hereunder and <br />the payment of the Series 2019 Bonds. No provision in this Indenture shall require the Trustee to <br />55394.00055\32329348.3 554-48 <br />