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<br />-35- <br />ARTICLE VIII <br /> <br />THE TRUSTEE <br /> <br />SECTION 8.01. Appointment of Trustee. U.S. Bank Trust Company, National <br />Association is hereby appointed Trustee by the Authority for the purpose of receiving all moneys <br />required to be deposited with the Trustee hereunder and to allocate, use and apply the same as <br />provided in this Indenture. The Authority will maintain a Trustee which is qualified under the <br />provisions of the foregoing provisions of this Article VIII so long as any Bonds are Outstanding. <br /> <br />SECTION 8.02. Acceptance of Trusts; Removal and Resignation of Trustee. The <br />Trustee hereby accepts the express trusts imposed upon it by this Indenture, and agrees to <br />perform said trusts, but only upon and subject to the following express terms and conditions: <br /> <br />(a) The Trustee shall, prior to an Event of Default, and after the curing <br />or waiver of all Events of Default which may have occurred, perform such duties <br />and only such duties as are expressly and specifically set forth in this Indenture <br />and no implied duties or covenants shall be read into this Indenture against the <br />Trustee. <br /> <br />(b) The Authority may remove the Trustee at any time, unless an <br />Event of Default has occurred and is then continuing, and shall remove the <br />Trustee (a) if at any time requested to do so by the Owners of a majority in <br />aggregate principal amount of the Bonds then Outstanding (or their attorneys <br />duly authorized in writing) or (b) if at any time the Trustee ceases to be eligible in <br />accordance with Section 8.02, or becomes incapable of acting, or is adjudged a <br />bankrupt or insolvent, or a receiver of the Trustee or its property is appointed, or <br />any public officer takes control or charge of the Trustee or of its property or <br />affairs for the purpose of rehabilitation, conservation or liquidation. <br /> <br />(c) The Trustee may at any time resign by giving written notice of <br />such resignation to the Authority and the City, and by giving the Bond Owners <br />notice of such resignation by mail at the addresses shown on the Bond <br />Registration Books. <br /> <br />(d) Any removal or resignation of the Trustee and appointment of a <br />successor Trustee shall become effective upon acceptance of appointment by <br />the successor Trustee. If no successor Trustee has been appointed and <br />accepted appointment within 45 days of giving notice of removal or notice of <br />resignation as aforesaid, the Authority, upon its own direction or the direction of <br />the resigning Trustee may petition any court of competent jurisdiction for the <br />appointment of a successor Trustee, and such court may thereupon, after such <br />notice (if any) as it may deem proper, appoint such successor Trustee. Any <br />successor Trustee appointed under this Indenture, must signify its acceptance of <br />such appointment by executing and delivering to the Authority and to its <br />predecessor Trustee a written acceptance thereof, and after payment by the <br />Authority of all unpaid fees and expenses of the predecessor Trustee, and <br />thereupon such successor Trustee, without any further act, deed or conveyance, <br />shall become vested with all the moneys, estates, properties, rights, powers, <br />trusts, duties and obligations of such predecessor Trustee, with like effect as if <br />originally named Trustee herein. At the Written Request of the Authority or the <br />Page 51 of 205