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petition any court of competent jurisdiction for the appointment of a successor Trustee, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Trustee having the qualifications required hereby The Trustee is hereby authorized to redeem the Bonds when duly presented for payment at maturity or on redemption prior to maturity The Trustee shall cancel all Bonds upon payment thereof or upon the surrender thereof by the Authority and shall destroy such Bonds and a certificate of destruction shall be delivered to the Authority The Trustee shall keep accurate records of all Bonds paid and discharged and cancelled by it The Authority shall from time to time, subject to any agreement between the Authority and the Trustee then in force,pay to the Trustee compensation for its services, reimburse the Trustee for all its advances and expenditures including but not limited to advances to and fees and expenses of independent accountants and counsel or other experts employed by it and reasonably required in the exercise and performance of its rights and obligations hereunder, and, to the extent permitted by law, indemnify and hold the Trustee harmless against costs, claims, expenses or liabilities not arising from the Trustee's own active or passive negligence, willful misconduct or breach of duty, which the Trustee may incur in the exercise and performance of its rights and obligations hereunder Such indemnity shall survive the resignation or removal of the Trustee and defeasance of the Bonds SECTION 6 02 Liability of Trustee So long as the Finance Director of the City serves as Trustee under this Trust Agreement, the provisions of this Section 6 02 apply to the Finance Director of the City solely in the exercise of its powers and authorities as Trustee under the terms and conditions of this Trust Agreement The recitals of facts, agreements and covenants herein and in the Bonds shall be taken as recitals of facts, agreements and covenants of the Authority, and the Trustee assumes no responsibility for the correctness of the same or makes any representation as to the sufficiency or validity hereof or of the Bonds, or shall incur any responsibility in respect thereof other than in connection with the rights or obligations assigned to or imposed upon it herein, in the Bonds or in law or equity The Trustee shall not be liable in connection with the performance of its duties hereunder except for its own active or passive negligence, willful misconduct or breach of duty The Trustee shall perform only such duties as are expressly provided herein, and no implied duties or obligations shall be read into this Trust Agreement against the Trustee The Trustee has reviewed and will faithfully observe and perform all the agreements, conditions, covenants and terms contained in the Agreement required to be observed and performed by it With the exception of the Original Purchaser, the Trustee shall not be bound to recognize any person as the Holder of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto satisfactonly established, if disputed Whenever in the administration of its rights and obligations hereunder the Trustee shall deem it necessary or desirable that a matter be established or proved prior to taking or suffering any action hereunder, such matter(unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Trustee, be deemed to -22- 2762680 2