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Million Dollars ($50,000,000) if there be such an institution willing, qualified and able to accept
<br /> the trust upon reasonable or customary terms.
<br /> Section 8.9 Concerning Any Successor Trustees. Every successor Trustee appointed
<br /> hereunder shall execute, acknowledge and deliver to its predecessor and also to the Issuer an
<br /> 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 predecessor; but such predecessor
<br /> shall, nevertheless, on the written request of the Issuer, or of its successor, execute and deliver an
<br /> instrument transferring to such successor Trustee all the estates, properties, rights, powers and
<br /> trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities
<br /> and moneys held by it as Trustee hereunder to its successor. Should any instrument in writing
<br /> from the Issuer 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 Issuer. The resignation of any Trustee and the instrument or
<br /> instruments removing any Trustee and appointing a successor hereunder, together with all other
<br /> instruments provided for in this Article, shall be filed by the successor Trustee in each office, if
<br /> any, where the Indenture shall have been filed.
<br /> Section 8.10 Trustee Protected in Relying Upon Resolutions, etc. Subject to the
<br /> conditions contained herein, the resolutions, ordinances, opinions, certificates and other
<br /> instruments provided for in this Indenture may be accepted by the Trustee as conclusive evidence
<br /> of the facts and conclusions stated therein and shall be full warrant, protection and authority to
<br /> the Trustee for the release of property and the withdrawal of cash hereunder. The Trustee may
<br /> act on advice or opinion of Counsel and shall not be responsible for any loss or damage resulting
<br /> from any action or nonaction by it taken or omitted to be taken in good faith and in reliance on
<br /> such advice or opinion of Counsel. In the event the Trustee receives inconsistent or conflicting
<br /> requests and indemnity from two or more groups of holders of the Bonds, each representing less
<br /> than a majority in aggregate principal amount of the Bonds outstanding, the Trustee, in its sole
<br /> discretion, may determine what action, if any, shall be taken and the Trustee may, in its
<br /> discretion, take other actions.
<br /> Section 8.11 Conditions for Trustee Action. The permissive right of the Trustee to do
<br /> things enumerated in this Indenture shall not be construed as a duty. The Trustee shall be under
<br /> no obligation to institute any suit, or to undertake any action under this Indenture, or to enter any
<br /> appearance or in any way defend in any suit in which it may be made defendant, or to take any
<br /> steps in the execution of the trusts hereby created or in the enforcement of any rights and powers
<br /> hereunder, until it shall be indemnified to its satisfaction against any and all costs and expenses,
<br /> outlays and counsel fees and other anticipated disbursements, and against all liability except to
<br /> the extent determined by a court of competent jurisdiction to have been caused solely by its own
<br /> gross negligence or willful misconduct. Nevertheless, the Trustee may begin suit, or appear in
<br /> and defend suit, or do anything else in its judgment proper to be done by it as the Trustee,
<br /> without indemnity, and in such case the Trustee shall, to the extent not reimbursed, reimburse
<br /> itself from the monies available under this Indenture for all costs and expenses, outlays and
<br /> counsel fees, and expenses and other reasonable disbursements properly incurred in connection
<br /> therewith and the Trustee shall be entitled to a preference therefor over any bonds outstanding
<br /> hereunder as provided in Section 7.4.
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