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<br />-35- <br />in and to any property held by it under this Indenture and shall pay over, transfer, assign and <br />deliver to the successor Trustee any money or other property subject to the trusts and conditions <br />herein set forth. Upon request of the successor Trustee, the Successor Agency shall execute <br />and deliver any and all instruments as may be reasonably required for more fully and certainly <br />vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, <br />powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee <br />as provided in this subsection, the Successor Agency shall mail a notice of the succession of such <br />Trustee to the trusts hereunder to the Owners at their respective addresses shown on the <br />Registration Books. If the Successor Agency fails to mail such notice within fifteen (15) days after <br />acceptance of appointment by the successor Trustee, the successor Trustee shall cause such <br />notice to be mailed at the expense of the Successor Agency. <br /> <br />(e) Any Trustee appointed under the provisions of this Section in succession to the <br />Trustee shall be a financial institution having a corporate trust office in the State, having (or in the <br />case of a corporation or trust company included in a bank holding company system, the related <br />bank holding company shall have) a combined capital and surplus of at least $75,000,000, and <br />subject to supervision or examination by federal or state authority. If such financial institution <br />publishes a report of condition at least annually, pursuant to law or to the requirements of any <br />supervising or examining authority above referred to, then for the purpose of this subsection the <br />combined capital and surplus of such financial institution 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 />(e), the Trustee shall resign immediately in the manner and with the effect specified in this Section. <br /> <br />The Successor Agency will maintain a Trustee which is qualified under the provisions of <br />the foregoing provisions of this subsection (e), so long as any Bonds are Outstanding. <br /> <br />Section 6.02. Merger or Consolidation. Any bank or trust company into which the Trustee <br />may be merged or converted or with which may be consolidated or any bank or trust company <br />resulting from any merger, conversion or consolidation to which it shall be a party or any bank or <br />trust company to which the Trustee may sell or transfer all or substantially all of its corporate trust <br />business, provided such bank or trust company shall be eligible under subsection (e) of Section <br />6.01, shall be the successor to such Trustee without the execution or filing of any paper or any <br />further act, anything herein to the contrary notwithstanding. <br /> <br />Section 6.03. Liability of Trustee. <br /> <br />(a) The recitals of facts herein and in the Bonds contained shall be taken as statements <br />of the Successor Agency, and the Trustee shall not assume responsibility for the correctness of <br />the same, nor make any representations as to the validity or sufficiency of this Indenture or of the <br />security for the Bonds or the tax status of interest thereon nor shall incur any responsibility in <br />respect thereof, other than as expressly stated herein. The Trustee shall, however, be <br />responsible for its representations contained in its certificate of authentication on the Bonds. The <br />Trustee shall not be liable in connection with the performance of its duties hereunder, except for <br />its own negligence or intentional misconduct. The Trustee shall not be liable for the acts of any <br />agents of the Trustee selected by it with due care. The Trustee and its officers and employees <br />may become the Owner of any Bonds with the same rights it would have if they were not Trustee <br />and, to the extent permitted by law, may act as depository for and permit any of its officers or <br />directors to act as a member of, or in any other capacity with respect to, any committee formed <br />to protect the rights of the Owners, whether or not such committee shall represent the Owners of <br />a majority in principal amount of the Bonds then Outstanding. <br />461