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<br />-38- <br />and any Owner, and their agents and representatives duly authorized in writing, during regular <br />business hours and under reasonable conditions. <br /> <br />Section 6.06. Compensation and Indemnification. The Successor Agency shall pay to the <br />Trustee from time to time reasonable compensation for all services rendered under this Indenture <br />in accordance with the letter proposal from the Trustee approved by the Successor Agency and <br />also all reasonable expenses, charges, legal and consulting fees and other disbursements and <br />those of its attorneys (including the allocated costs and disbursement of in-house counsel to the <br />extent such services are not redundant with those provided by outside counsel), agents and <br />employees, incurred in and about the performance of its powers and duties under this Indenture. <br />The Trustee shall have a first lien on the Tax Revenues and all funds and accounts held by the <br />Trustee hereunder to secure the payment to the Trustee of all fees, costs and expenses, including <br />reasonable compensation to its experts, attorneys and counsel (including the allocated costs and <br />disbursement of in-house counsel to the extent such services are not redundant with those <br />provided by outside counsel). <br /> <br />The Successor Agency further covenants and agrees to indemnify, defend and save the <br />Trustee and its officers, directors, agents and employees, harmless from and against any loss, <br />expense and liabilities which it may incur arising out of or in connection with the exercise and <br />performance of its powers and duties hereunder, including the costs and expenses of defending <br />against any claim of liability, but excluding any and all losses, expenses and liabilities which are <br />due to the negligence or intentional misconduct of the Trustee, its officers, directors, agents or <br />employees. The obligations of the Successor Agency and the rights of the Trustee under this <br />Section 6.06 shall survive resignation or removal of the Trustee under this Indenture and payment <br />of the Bonds and discharge of this Indenture. <br /> <br />Section 6.07. Deposit and Investment of Moneys in Funds. Moneys in the Debt Service <br />Fund, the Interest Account, the Principal Account, the Sinking Account, the Reserve Account and <br />the Costs of Issuance Account shall be invested by the Trustee in Permitted Investments as <br />directed by the Successor Agency in the Written Request of the Successor Agency filed with the <br />Trustee at least two (2) Business Days in advance of the making of such investments. In the <br />absence of any such Written Request of the Successor Agency, the Trustee shall invest any such <br />moneys in Permitted Investments described in clause (d) of the definition thereof, which by their <br />terms mature prior to the date on which such moneys are required to be paid out hereunder. The <br />Trustee shall be entitled to rely conclusively upon the written instructions of the Successor Agency <br />directing investments in Permitted Investments as to the fact that each such investment is <br />permitted by the laws of the State, and shall not be required to make further investigation with <br />respect thereto. Moneys in the Redevelopment Obligation Retirement Fund may be invested by <br />the Successor Agency in any obligations in which the Successor Agency is legally authorized to <br />invest its funds. Obligations purchased as an investment of moneys in any fund shall be deemed <br />to be part of such fund or account. All interest or gain derived from the investment of amounts in <br />any of the funds or accounts held by the Trustee hereunder shall be deposited in the Interest <br />Account. The Trustee may act as principal or agent in the acquisition or disposition of any <br />investment and may impose its customary charges therefor. The Trustee shall incur no liability <br />for losses arising from any investments made at the direction of the Successor Agency or <br />otherwise made pursuant to this Section. <br /> <br />The Successor Agency acknowledges that to the extent regulations of the Comptroller of <br />the Currency or other applicable regulatory entity grant the Successor Agency the right to receive <br />brokerage confirmations of security transactions as they occur, the Successor Agency specifically <br />waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the <br />464