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The Trustee may at any time resign by giving written notice to the Authority <br />and the City and by giving to the Bond Owners notice by mailing a notice of such resignation <br />to their addresses appearing in the Bond Register. Upon receiving any such notice of <br />resignation, the Authority shall promptly appoint a successor Trustee by an instrument in <br />writing; provided, however, that in the event that the Authority does no[ appoint a successor <br />Tms[ee within thirty (30) days following receipt of such notice of resignation, the resigning <br />Trustee may petition an appropriate court having jurisdiction to appoint a successor Trustee. <br />Any resignation or removal of the Trustee shall not become effective until written acceptance <br />of appointment by the successor Trustee under the Trust Agreement. <br />Any Trustee which shall resign or be removed pursuant to this Section shall be <br />entitled to compensation in accordance with Section 402 and to reimbursement for all <br />reasonable and proper expenses and advances incurced and not previously reimbursed for its <br />activities in connection with the Trust Agreement and the Lease Agreement and for any <br />indemnification due pursuant to Section 703 of the Lease Agreement and not previously paid. <br />Any Trustee which resigns or is removed, upon payment of its unpaid compensation and <br />expenses hereunder, shall fully dischazge all the right, title and interest of the retiring Trustee <br />and the Trust Estate shall vest in said successor Trustee, and such retiring Trustee shall <br />promptly pay over, assign and deliver to the successor Trustee any money or other properly <br />constituting part of the Trust Estate then held by such Trustee, and deliver any and all records, <br />or copies thereof, in respect of the Trust Estate which i[ may have. <br />Section 402. Compensation of the Trustee. <br />The Authority shall cause [he City to pay from time to time, upon receipt of a <br />statement, to the Tmstee compensation for the Trustee's services and shall reimburse the <br />Trustee for all its advances and expenditures, including but not limited to advances [o and fees <br />and expenses of independent appraisers, accountants, consultants, counsel, agents and <br />attorneys-at-law or other experts employed by it in [he exercise and performance of its powers <br />and duties under the Trust Agreement. Such compensation and reimbursement shall be paid <br />promptly by the City. The lien of the Trustee on amounts held by it under the Trust Indenture <br />for its services rendered under the Trust Agreement shall be subordinate to the rights of the <br />Bond Owners to receive scheduled payments of principal of and interest on their Bonds; <br />provided, that, as provided below, in the event of a default by the City, or any other action <br />requiring extraordinary action by the Trustee, the Trustee s lien and right to receive <br />compensation for services so rendered or reimbursement for its costs shall not be subordinated <br />to the rights of the Bond Owners to receive payments of principal of and interest on their <br />Bonds, and the Trustee may pay such compensation and/or reimbursement from any account <br />or fund (although the Trustee shall have no lien on moneys in the Redemption Account or the <br />Rebate Fund) <br />The Authority shall cause the CiTy, under the Lease Agreement, to hold <br />harmless and indemnify the Trustee for all costs, claims, expenses and liabilities incurred by <br />or asserted against the Trustee in the performance of its duties under this Trust Agreement or <br />16 <br />940fi901M.LA1 <br />