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<br />28 <br />ARTICLE VII <br /> <br />THE TRUSTEE <br /> <br />Section 7.01. Trustee, Duties, Removal and Resignation. By executing and delivering <br />the Indenture, the Trustee accepts the duties and obligations of the Trustee provided in the <br />Indenture, but only upon the terms and conditions set forth in the Indenture. <br /> <br />The Authority or the Owners of a majority in aggregate principal amount of all Bonds <br />Outstanding may, by thirty (30) days prior written request, remove the Trustee initially a party <br />hereto, and any successor thereto, and in such event, or in the event the Trustee resigns, the <br />Authority shall appoint a successor Trustee, but any such successor shall be a bank or trust <br />company in good standing doing business and having an office in Los Angeles or San Francisco, <br />California, having (or if such bank or trust company is a member of a bank holding company <br />system, its bank holding company shall have) a combined capital (exclusive of borrowed capital) <br />and surplus of at least Fifty Million Dollars ($50,000,000) and subject to supervision or <br />examination by federal or state authority. If such bank or trust company publishes a report of <br />condition at least annually, pursuant to law or to the requirements of any supervising or examining <br />authority above referred to, then for, the purposes of this Section the combined capital and surplus <br />of such bank or trust company shall be deemed to be its combined capital and surplus as set forth <br />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 giving <br />to the Bond Owners notice by mailing a notice of such resignation to their addresses appearing <br />in the Bond Register. Upon receiving any such notice of resignation, the Authority shall promptly <br />appoint a successor Trustee by an instrument in writing; provided, however, that in the event that <br />the Authority does not appoint a successor Trustee within thirty (30) days following receipt of such <br />notice of resignation, the resigning Trustee may petition at the expense of the Authority an <br />appropriate court having jurisdiction to appoint a successor Trustee or to resign. Subject to the <br />prior sentence, any resignation or removal of the Trustee shall not become effective until written <br />acceptance of appointment by the successor Trustee under the Indenture. <br /> <br />Any Trustee which shall resign or be removed pursuant to this Section shall be entitled to <br />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 such <br />retiring Trustee shall promptly pay over, assign and deliver to the successor Trustee any money <br />or other property on deposit pursuant hereto then held by such Trustee, and deliver any and all <br />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 in <br />the exercise and performance of its powers and duties under the Indenture. The lien of the Trustee <br />on amounts held by it under the Indenture for its services rendered under the Indenture shall be <br />superior to the rights of the Bond Owners to receive scheduled payments of principal and interest <br />with respect to their Bonds; provided that the Trustee shall have no lien on moneys in the <br />Redemption Account. <br />8.A. - Page 148 of 255 <br />776