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-35- <br />ARTICLE VI <br />THE TRUSTEE <br />Section 6.01. Duties, Immunities and Liabilities of Trustee. <br />(a) The Trustee shall, prior to the occurrence of an Event of Default, and after the curing <br />or waiver of all Events of Default which may have occurred, perform such duties and only such <br />duties as are specifically set forth in this Indenture and no implied covenants, duties or <br />obligations shall be read into this Indenture against the Trustee. The Trustee shall, during the <br />existence of any Event of Default (which has not been cured or waived), exercise such of the <br />rights and powers vested in it by this Indenture, and use the same degree of care and skill in <br />their exercise, as a prudent personwould exercise or use under the circumstances in the <br />conduct of such person’sown affairs. <br />(b) The Successor Agencymay remove the Trustee at any time, unless an Event of <br />Default shall have occurred and then be continuing, and shall remove the Trustee (i) if at any <br />time requested to do so by an instrument or concurrent instruments in writing signedby the <br />Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding <br />(or their attorneys duly authorized in writing) or (ii) if at any time the Successor Agencyhas <br />knowledge that the Trustee shall cease to be eligible in accordance with subsection (e) of this <br />Section, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a <br />receiver of the Trustee or its property shall be appointed, or any public officer shall take control <br />or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, <br />conservation or liquidation. In each case such removal shall be accomplished by the giving of <br />written notice of such removal by the Successor Agencyto the Trustee, whereupon the <br />Successor Agencyshall appoint a successor Trustee by an instrument in writing. <br />(c) The Trustee may at any time resign by giving written notice of such resignation to <br />the Successor Agencyand by giving the Owners notice of such resignation by first class mail, <br />postage prepaid, at their respective addresses shown on the Registration Books. Upon <br />receiving such notice of resignation, the Successor Agencyshall promptly appoint a successor <br />Trustee by an instrument in writing. <br />(d) Any removal or resignation of the Trustee and appointment of a successor Trustee <br />shall become effective upon acceptance of appointment by the successor Trustee. If no <br />successor Trustee shall have been appointed and have accepted appointment within forty-five <br />(45) days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee <br />or any Owner (on behalf of such Owner and all other Owners) may petition any court of <br />competent jurisdiction at the expense of the Successor Agencyfor the appointment of a <br />successor Trustee, and such court may thereupon, after such notice (if any) as it may deem <br />proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture <br />shall signify its acceptance of such appointment by executing, acknowledging and delivering to <br />the Successor Agencyand to its predecessor Trustee a written acceptance thereof, and <br />thereupon such successor Trustee, without any further act, deed or conveyance, shall become <br />vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of <br />such predecessor Trustee, with like effect as if originally named Trustee herein; but, <br />nevertheless at the Written Request of the Successor Agencyor the request of the successor <br />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 <br />more fully and certainly vesting in and confirming to such successor Trustee all the right, title