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ARTICLE VII THE TRUSTEE Section 7.01. Trustee: Duties, Removal and Resi�nation. By executing and delivering the Indenture, the Trustee accepts the duties and obligations of the Trustee provided in the Indenture,but only upon the terms and conditions set forth in the Indenture. The Authority or the Owners of a majority in aggregate principal amount of all Bonds Outstanding may, by thirty (30) days prior written request,.remove the Trustee initially a party hereto, and any successor thereto, and in such event, or in the event the Trustee resigns, the . Authority shall appoint a successor Trustee, but any such successor shall be a bank or trust company in good standing doing business and having an office in Los Angeles or San Francisco, California, having (or if such bank or trust company is a member of a bank holding company system, its bank holding company shall have)a combined capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000) and subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to,then for the purposes of this Section the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of conditions so published. The Trustee may at any time resign by giving written notice to the Authority and by . giving to the Bond Owners notice by mailing a notice of such resignation to their addresses appearing in the Bonci Register. Upon receiving any such notice of resignation, the Authority shall promptly appoint a successor Trustee by an instrument in writing; provided, however, that in the event that the Authority does not appoint a successor Trustee within thirty (30) days following receipt of such notice of resignation, the resigning Trustee may petition at the expense of the Authority an appropriate court having jurisdiction to appoint a successor Trustee or to resign. Subject to the prior sentence; any resignation or removal of the Trustee shall not become effective until written acceptance of appointment by the successor Trustee under the Indenture. Any Trustee which shall resign or be rernoved pursuant to this Section shall be entitled to compensation in accordance with Section 7.02 and to reimbursement for all reasonable and proper expenses and advances incurred and not previously reimbursed for its activities in connection with the Indenture and for any indemnification due pursuant to the Indenture and not previously paid. Any Trustee which resigns or is removed, upon payment of its unpaid . compensation and expenses hereunder, shall fully discharge all the right, title and interest of the retiring Trustee and amounts on deposit hereunder shall vest in said successor Trustee, and such retiring Trustee shall promptly pay over, assign and deliver to.the successor Trustee any money or other property on deposit pursuant hereto then held by such Trustee, and deliver any and all records,or copies thereof, in respect of the Trustee which it may have. -36- 338471 1.DOC �