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indemnified to its reasonable satisfaction therefor, shall) or any holder or beneficial owner of the <br />Bonds may take such actions as may be necessary and appropriate to compel performance, <br />including seeking mandate or specific performance by court order. <br />ARTICLE VIII <br />THE TRUSTEE <br />SECTION 8.01. Appointment and Acceptance of Duties. The Trustee hereby <br />accepts and agrees to the trusts hereby created to all of which the Authority agrees and the <br />respective owners of the Bonds, by their purchase and acceptance thereof, agree. <br />SECTION 8.02. Duties, Immunities and Liabilities of Trustee. <br />(a) The Trustee shall, prior to an Event of Default, and after the curing of all <br />Events of Default which may have occurred, perform such duties and only such duties as are <br />specifically set forth in this Indenture and no implied duties or obligations shall be read into this <br />Indenture against the Trustee. The Trustee shall, during the existence of any Event of Default <br />(which has not been cured), exercise such of the rights and powers vested in it by this Indenture, <br />and use the same degree of care and skill in their exercise as a prudent person would exercise or <br />use under the circumstances in the conduct of his own affairs. <br />(b) So long as no Event of Default has occurred and is continuing, the <br />Authority may remove the Trustee at any time and shall remove the Trustee if at any time <br />requested to do so by the Owners of not less than a majority in aggregate principal amount of the <br />Bonds then Outstanding (or their attorneys duly authorized in writing) or, regardless of the <br />occurrence and continuance of an Event of Default, if at any time the Trustee shall be in breach <br />of the trusts set forth in this Indenture, or shall cease to be eligible in accordance with subsection <br />(e) of this Section, or shall become incapable of acting, or shall commence a case under any <br />bankruptcy, insolvency or similar law, or a receiver of the Trustee or of its property shall be <br />appointed, or any public officer shall take control or charge of the Trustee or its property or <br />affairs for the purpose of rehabilitation, conservation or liquidation, in each case by giving <br />written notice of such removal to the Trustee, and thereupon shall appoint a successor Trustee by <br />an instrument in writing. <br />(c) The Trustee may resign by giving written notice of such resignation to the <br />Authority and by giving notice of such resignation by mail, first class postage prepaid, to the <br />Owners at the addresses listed in the bond register. Upon receiving such notice of resignation, <br />the Authority shall promptly appoint a successor Trustee by an instrument in writing. <br />(d) Any removal or resignation of the Trustee and appointment of a successor <br />Trustee shall become effective upon acceptance of appointment by the successor Trustee; <br />provided that no removal or resignation of the Trustee shall take effect until a successor shall be <br />appointed. If no successor Trustee shall have been appointed and shall have accepted <br />appointment within 45 days of giving notice of removal or notice of resignation as aforesaid, the <br />resigning Trustee, at the expense of the Authority, or any Owner (on behalf of himself and all <br />other Owners) may petition any court of competent jurisdiction for the appointment of a <br />80A31100 <br />55394.00011 \8754149.4 <br />