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<br />-34- <br />ARTICLE VI <br /> <br />THE TRUSTEE <br /> <br />Section 6.01. Duties, Immunities and Liabilities of Trustee. <br /> <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 obligations <br />shall be read into this Indenture against the Trustee. The Trustee shall, during the existence of <br />any Event of Default (which has not been cured or waived), exercise such of the rights and powers <br />vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a <br />prudent person would exercise or use under the circumstances in the conduct of such person’s <br />own affairs. <br /> <br />(b) The Successor Agency may 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 time <br />requested to do so by an instrument or concurrent instruments in writing signed by the Owners of <br />not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their <br />attorneys duly authorized in writing) or (ii) if at any time the Successor Agency has knowledge <br />that the Trustee shall cease to be eligible in accordance with subsection (e) of this Section, or <br />shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of <br />the Trustee or its property shall be appointed, or any public officer shall take control or charge of <br />the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. <br />In each case such removal shall be accomplished by the giving of written notice of such removal <br />by the Successor Agency to the Trustee, whereupon the Successor Agency shall appoint a <br />successor Trustee by an instrument in writing. <br /> <br />(c) The Trustee may at any time resign by giving written notice of such resignation to the <br />Successor Agency and by giving the Owners notice of such resignation by first class mail, postage <br />prepaid, at their respective addresses shown on the Registration Books. Upon receiving such <br />notice of resignation, the Successor Agency shall promptly appoint a successor Trustee by an <br />instrument in writing. <br /> <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 competent <br />jurisdiction at the expense of the Successor Agency for the appointment of a successor Trustee, <br />and such court may thereupon, after such notice (if any) as it may deem proper, appoint such <br />successor Trustee. Any successor Trustee appointed under this Indenture shall signify its <br />acceptance of such appointment by executing, acknowledging and delivering to the Successor <br />Agency and to its predecessor Trustee a written acceptance thereof, and thereupon such <br />successor Trustee, without any further act, deed or conveyance, shall become vested with all the <br />moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor <br />Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written <br />Request of the Successor Agency or the request of the successor Trustee, such predecessor <br />Trustee shall execute and deliver any and all instruments of conveyance or further assurance and <br />do such other things as may reasonably be required for more fully and certainly vesting in and <br />confirming to such successor Trustee all the right, title and interest of such predecessor Trustee <br />460