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<br />32 <br />capital and surplus of such bank or trust company shall be deemed to be its combined capital <br />and surplus as set forth in its most recent report of conditions so published. <br /> <br />The Trustee may at any time resign by giving written notice to the Authority and by <br />giving to the Bond Owners notice by mailing a notice of such resignation to their addresses <br />appearing in the Bond Register. Upon receiving any such notice of resignation, the Authority <br />shall promptly appoint a successor Trustee by an instrument in writing; provided, however, that <br />in the event that the Authority does not appoint a successor Trustee within thirty (30) days <br />following receipt of such notice of resignation, the resigning Trustee may petition at the expense <br />of the Authority an appropriate court having jurisdiction to appoint a successor Trustee or to <br />resign. Subject to the prior sentence, any resignation or removal of the Trustee shall not <br />become effective until written acceptance of appointment by the successor Trustee under the <br />Indenture. <br /> <br />Any Trustee which shall resign or be removed pursuant to this Section shall be entitled <br />to compensation in accordance with Section 7.02 and to reimbursement for all reasonable and <br />proper expenses and advances incurred and not previously reimbursed for its activities in <br />connection with the Indenture and for any indemnification due pursuant to the Indenture and not <br />previously paid. Any Trustee which resigns or is removed, upon payment of its unpaid <br />compensation and expenses hereunder, shall fully discharge all the right, title and interest of the <br />retiring Trustee and amounts on deposit hereunder shall vest in said successor Trustee, and <br />such retiring Trustee shall promptly pay over, assign and deliver to the successor Trustee any <br />money or other property on deposit pursuant hereto then held by such Trustee, and deliver any <br />and all records, or copies thereof, in respect of the Trustee which it may have. <br /> <br />Section 7.02. Compensation of the Trustee. The Authority shall pay from time to time, <br />upon receipt of a statement, to the Trustee reasonable compensation for the Trustee’s services <br />and shall reimburse the Trustee for all its reasonable advances and expenditures incurred by it <br />in the exercise and performance of its powers and duties under the Indenture. The lien of the <br />Trustee on amounts held by it under the Indenture for its services rendered under the Indenture <br />shall be superior to the rights of the Bond Owners to receive scheduled payments of principal <br />and interest with respect to their Bonds; provided that the Trustee shall have no lien on moneys <br />in the Redemption Account. <br /> <br />The Authority shall hold harmless and indemnify the Trustee from and against all costs, <br />claims, expenses and liabilities incurred by or asserted against the Trustee in the performance <br />of its duties under this Indenture or any related document, including any such reasonable costs, <br />claims, expenses and liabilities incurred in the course of defending itself against any claims or <br />actions or enforcing any remedies under this Indenture or any related document. Any such <br />indemnity shall not extend to any costs, claims, expenses or liabilities adjudicated to have been <br />caused by the negligence or misconduct of the Trustee. The indemnification of the Trustee <br />under this Indenture shall extend to its directors, officers, employees and agents. The <br />obligations of the Authority under this Section shall survive the payment of the Bonds and the <br />discharge of this Indenture. <br /> <br />Section 7.03. Protection to Trustee. The Authority shall indemnify, protect and hold the <br />Trustee harmless and the Trustee shall incur no liability for acting upon any notice, resolution, <br />consent, order, certificate, report, certificate, facsimile transmission, electronic mail or other <br />paper or document reasonably believed by it to be genuine and to have been signed or <br />presented by the proper party or parties. The Trustee, in its discretion, may consult with <br />counsel, who may be counsel to the Authority, with regard to legal questions, and the advice or <br />8.C. - Page 143