Common use of Removal and Resignation of the Trustee Clause in Contracts

Removal and Resignation of the Trustee. The Trustee may resign at any time, or may be removed at any time by an instrument or instruments in writing signed by the Owners of not less than a majority in principal amount of Certificates then Outstanding or, if no Event of Default has occurred and is continuing, by the Board. Written notice of such resignation or removal shall be given by the Trustee to the Board and no termination, resignation or removal of the Trustee shall take effect until the appointment and qualification of a successor Trustee. In the event a successor Trustee has not been appointed and qualified within 60 days of the date notice of resignation is given, the Trustee or the Board may apply to any court of competent jurisdiction for the appointment of a successor Trustee to act until such time as a successor is appointed as provided in this Section. In the event of the resignation or removal of the Trustee or in the event the Trustee is dissolved or otherwise becomes incapable to act as the Trustee, the Board shall be entitled to appoint a successor Trustee, unless an Event of Default has occurred and is continuing. If the Owners of a majority in principal amount of Certificates then Outstanding object to the successor Trustee so appointed by the Board and if such Owners designate another person qualified to act as the Trustee, the Board shall then appoint as the Trustee the person so designated by the Owners. Unless otherwise ordered by a court or regulatory body having competent jurisdiction, or unless required by law, any successor Trustee shall be a trust company or bank having the powers of a trust company as to trusts, in good standing in the State, located in or incorporated under the laws of the State, duly authorized to exercise trust powers and subject to examination by federal or state authority, having a reported capital and surplus of not less than $75,000,000. Every successor Trustee howsoever appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Board an instrument in writing, accepting such appointment hereunder, and thereupon such successor Trustee, without further action, shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor, and such predecessor shall execute and deliver an instrument transferring to such successor Trustee all the rights, power and trusts of such predecessor. The predecessor Trustee shall execute any and all documents necessary or appropriate to convey all interest it may have to the successor Trustee. The predecessor Trustee shall promptly deliver all records relating to the trust or copies thereof and communicate all material information it may have obtained concerning the trust to the successor Trustee. Each successor Trustee, not later than ten days after its assumption of the duties hereunder, shall mail a notice of such assumption to each Owner of a Certificate. Any banking association or corporation into which the Trustee may be merged, converted or with which the Trustee may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any banking association or corporation to which all or substantially all of the corporate trust business of the Trustee shall be transferred, shall succeed to all the Trustee’s right, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided that such entity meets the requirements of a successor Trustee set forth in the fourth paragraph of this Section.

Removal and Resignation of the Trustee. The Trustee may resign at any timeby notifying the Issuer and the Company in writing. The Owners of a majority in aggregate principal amount of the Outstanding Bonds, or the Company, so long as the Company is not in default under the Facility Lease Agreement, may be removed at any time remove the Trustee by an instrument or instruments notifying the Trustee in writing signed by and may appoint a successor Trustee with the prior written consent of the Issuer to such appointment. In the event that the Owners of not less than a majority in aggregate principal amount of Certificates then the Outstanding orBonds direct the removal of the Trustee, if no and there has not occurred and there shall not be continuing an Event of Default has occurred and under the Facility Lease Agreement, the written consent of the Company is continuing, by the Board. Written notice of such resignation or removal shall be given by the Trustee required prior to the Board and no termination, resignation or removal of the Trustee shall take effect until the appointment and qualification of a successor Trustee, which consent shall not be unreasonably withheld. In Upon any such removal or resignation, the event Issuer, at the written direction of a Company Representative, so long as there has not occurred and there shall not be continuing an Event of Default under the Facility Lease Agreement, shall promptly appoint a successor Trustee has not been appointed by an instrument in writing by notice to the Trustee and qualified within 60 days the Owners of the date Bonds, which successor Trustee shall promptly give notice of resignation is givensuch appointment to all Owners of Bonds; in the event the Issuer does not appoint a successor Trustee within 30 days following the giving of any such notice of removal or the receipt of any such notice of resignation, the removed or resigning Trustee or may petition any appropriate court having jurisdiction to appoint a successor Trustee. The Owners of a majority in aggregate principal amount of the Board may apply to any court Outstanding Bonds may, within one year of competent jurisdiction for the appointment of a successor Trustee to act until by the Company or the Issuer, remove such time as successor Trustee and appoint a new successor is appointed as provided in this Section. In Trustee by notifying the event of the resignation or removal of Issuer, the Trustee or in and the event the Trustee is dissolved or otherwise becomes incapable to act as the Trustee, the Board shall be entitled to appoint a successor Trustee, unless an Event of Default has occurred and is continuingCompany. If the Owners of a majority in principal amount of Certificates then Outstanding object to the successor Trustee so appointed by the Board and if such Owners designate another person qualified to act as the Trustee, the Board shall then appoint as the Trustee the person so designated by the Owners. Unless otherwise ordered by a court or regulatory body having competent jurisdiction, or unless required by law, any Any successor Trustee shall be a bank, national banking association or trust company company, having a combined capital (exclusive of borrowed capital) and surplus of at least $50,000,000 and subject to supervision or bank having the powers of a trust company as examination by state or national authorities and authorized to trusts, in good standing do business in the State. If such bank, located in national banking association or incorporated under trust company publishes a report of condition at least annually, pursuant to law or to the laws requirements of any supervising or examining authority above referred to, then for the State, duly authorized to exercise trust powers and subject to examination by federal or state authority, having a reported purposes of this Section 8.02 the combined capital and surplus of not less than $75,000,000. Every successor Trustee howsoever appointed hereunder shall executesuch bank, acknowledge and deliver to its predecessor and also to the Board an instrument in writing, accepting such appointment hereunder, and thereupon such successor Trustee, without further action, shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor, and such predecessor shall execute and deliver an instrument transferring to such successor Trustee all the rights, power and trusts of such predecessor. The predecessor Trustee shall execute any and all documents necessary or appropriate to convey all interest it may have to the successor Trustee. The predecessor Trustee shall promptly deliver all records relating to the trust or copies thereof and communicate all material information it may have obtained concerning the trust to the successor Trustee. Each successor Trustee, not later than ten days after its assumption of the duties hereunder, shall mail a notice of such assumption to each Owner of a Certificate. Any national banking association or corporation into which the Trustee may be merged, converted or with which the Trustee may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Any removal or resignation of a party, or any banking association or corporation to which all or substantially all of the corporate trust business of the Trustee shall be transferred, shall succeed to all the Trustee’s right, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided that such entity meets the requirements appointment of a successor Trustee set forth shall become effective only upon the acceptance of the appointment by the successor Trustee in accordance with the fourth preceding paragraph and the transfer by the retiring Trustee to the successor Trustee of all property held by it hereunder as Trustee. The same bank, national banking association or trust company that is Trustee under this Indenture shall also be the trustee under the Retail Rate Litigation Trust Agreement. To that end, whenever the trustee under the Retail Rate Litigation Trust Agreement shall resign or be removed, the Trustee under this Indenture shall immediately resign, such resignation to be effective only upon the acceptance of the appointment by the successor Trustee in accordance with the first paragraph of this SectionSection 8.02 and the transfer by the retiring Trustee to the successor Trustee of all property held by it hereunder as Trustee.

Removal and Resignation of the Trustee. The Trustee may resign at any time, or may be removed at any time by an instrument or instruments in writing signed by the Lessee or the Owners of not less than a majority in principal amount Aggregate Value of Certificates then Outstanding or, if no Event of Default has occurred and is continuing, by the BoardCertificates. Written notice of such resignation or removal shall be given by the Trustee to the Board Lessee and no termination, such resignation or removal of the Trustee shall take effect until only upon the appointment and qualification of a successor Trustee. In the event a successor Trustee has not been appointed and qualified within 60 days of the date notice of resignation is given, the Trustee or the Board Lessee may apply to any court of competent jurisdiction for the appointment of a successor Trustee to act until such time as a successor is appointed as provided in this Section. In the event of the resignation or removal of the Trustee or in the event the Trustee is dissolved or otherwise becomes incapable to act as the Trustee, the Board Lessee shall be entitled to appoint a successor Trustee, unless an Event of Default has occurred and is continuing. If the Owners of a majority in principal amount of Certificates then Outstanding object to the successor Trustee so appointed by the Board and if such Owners designate another person qualified to act as the Trustee, the Board shall then appoint as the Trustee the person so designated by the Owners. Unless otherwise ordered by a court or regulatory body having competent jurisdiction, or unless required by law, any successor Trustee shall (i) be a trust company or bank having the powers of a trust company as to trusts, in good standing in the State, located in or incorporated under the laws of the State, (ii) be duly authorized to exercise trust powers in the State and subject to examination by federal a Federal or state authority, having and (iii) maintain a reported capital and surplus of not less than $75,000,000. Every successor Trustee howsoever appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Board Lessee an instrument in writing, accepting such appointment hereunder, and thereupon such successor Trustee, without further action, shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor, and such predecessor shall execute and deliver an instrument transferring to such successor Trustee all the rights, power and trusts of such predecessor. The predecessor Trustee shall execute any and all documents necessary or appropriate to convey all interest it may have to the successor Trustee. The predecessor Trustee shall promptly deliver all records relating to the trust or copies thereof and communicate all material information it may have obtained concerning the trust to the successor Trustee. Each successor Trustee, not later than ten days after its assumption of the duties hereunder, shall mail a notice of such assumption to each Owner of a Certificate. Any banking association or corporation company into which the Trustee may be merged, merged or converted or with which the Trustee it may be consolidated, consolidated or any corporation company resulting from any merger, conversion or consolidation to which the Trustee it shall be a party, party or any banking association or corporation company to which the Trustee may sell or transfer all or substantially all of the its corporate trust business business, provided such company shall be eligible as a successor Trustee pursuant to this Section 9.6 in the case of the Trustee Trustee, shall be transferredthe successor to such Trustee, shall succeed to all the Trustee’s right, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of any of the parties heretoact, anything herein to the contrary notwithstanding; provided that such entity meets the requirements of a successor Trustee set forth in the fourth paragraph of this Section.

Removal and Resignation of the Trustee. The Trustee may resign at any time, or may be removed at any time by an instrument or instruments in writing signed by the Lessee or the Owners of not less than a majority in principal amount Aggregate Value of Certificates then Outstanding or, if no Event of Default has occurred and is continuing, by the BoardCertificates. Written notice of such resignation or removal shall be given by the Trustee to the Board Lessee and no termination, such resignation or removal of the Trustee shall take effect until only upon the appointment and qualification of a successor Trustee. In the event a successor Trustee has not been appointed and qualified within 60 days of the date notice of resignation is given, the Trustee or the Board Lessee may apply to any court of competent jurisdiction for the appointment of a successor Trustee to act until such time as a successor is appointed as provided in this Section. In the event of the resignation or removal of the Trustee or in the event the Trustee is dissolved or otherwise becomes incapable to act as the Trustee, the Board Lessee shall be entitled to appoint a successor Trustee, unless an Event of Default has occurred and is continuing. If the Owners of a majority in principal amount of Certificates then Outstanding object to the successor Trustee so appointed by the Board and if such Owners designate another person qualified to act as the Trustee, the Board shall then appoint as the Trustee the person so designated by the Owners. Unless otherwise ordered by a court or regulatory body having competent jurisdiction, or unless required by law, any successor Trustee shall (i) be a trust company or bank having the powers of a trust company as to trusts, in good standing in the State, located in or incorporated under the laws of the State, (ii) be duly authorized to exercise trust powers in the State and subject to examination by federal a Federal or state authority, having and (iii) maintain a reported capital and surplus of not less than $75,000,000. Every successor Trustee howsoever appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Board Lessee an instrument in writing, accepting such appointment hereunder, and thereupon such successor Trustee, without further action, shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor, and such predecessor shall shall, upon payment of the fees and expenses owed to the predecessor, execute and deliver an instrument transferring to such successor Trustee all the rights, power and trusts of such predecessor. The predecessor Trustee shall execute any and all documents necessary or appropriate to convey all interest it may have to the successor Trustee. The predecessor Trustee shall promptly deliver all records relating to the trust or copies thereof and communicate all material information it may have obtained concerning the trust to the successor Trustee. Each successor Trustee, not later than ten days after its assumption of the duties hereunder, shall mail a notice of such assumption to each Owner of a Certificate. Any banking association or corporation company into which the Trustee may be merged, merged or converted or with which the Trustee it may be consolidated, consolidated or any corporation company resulting from any merger, conversion or consolidation to which the Trustee it shall be a party, party or any banking association or corporation company to which the Trustee may sell or transfer all or substantially all of the its corporate trust business business, provided such company shall be eligible as a successor Trustee pursuant to this Section 9.6 in the case of the Trustee Trustee, shall be transferredthe successor to such Trustee, shall succeed to all the Trustee’s right, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of any of the parties heretoact, anything herein to the contrary notwithstanding; provided that such entity meets the requirements of a successor Trustee set forth in the fourth paragraph of this Section.

Removal and Resignation of the Trustee. The Trustee may resign at any time, with or may without cause, by giving at least 30 Business Days' prior written notice to Trustor, such resignation to be removed at any time by an instrument effective upon the date specified in said notice, or instruments in writing signed if no date is specified, on the 30th Business Day following the date said notice is given; provided, that said resignation shall not be deemed effective until the acceptance of appointment by the Owners of not less than a majority in principal amount of Certificates then Outstanding or, if no Event of Default has occurred successor trustee and is continuing, by the Board. Written notice of such resignation or removal shall be given full compliance by the Trustee and said successor trustee with all laws respecting the transfer of title to the Board assets and no termination, resignation or removal properties of the Trust Estate, including without limitation laws requiring governmental approvals or exemptions and recordation of documents. Should the person or entity then serving as the Trustee shall take effect until hereunder (a) cease its activities or doing business as a going concern other than pursuant to a transaction described in Section 8.2 hereof, or (b) become incapable of acting as such, or (c) make an assignment for the appointment and qualification benefit of creditors, or (d) admit in writing its inability to pay its debts as they become due, or (e) file a voluntary petition in bankruptcy, or (f) be adjudicated a bankrupt or insolvent, or (g) file a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation, or (h) file an answer admitting the material allegations of a successor Trustee. In the event a successor Trustee has not been appointed and qualified within 60 days of the date notice of resignation is givenpetition filed against it in any such proceeding, the Trustee or the Board may apply (i) consent to any court of competent jurisdiction for or acquiesce in the appointment of a successor trustee, receiver or liquidator of it or all or any substantial part of its assets or properties, or (j) take any action looking to its dissolution or liquidation or (k) be subject to any proceeding against it seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, which proceeding is not dismissed within 60 days after commencement thereof, or (1) be subject to the appointment without its consent or acquiescence of any trustee, receiver or liquidator of it or of all or any substantial part of its assets or properties, which appointment is not vacated within 60 days after the date thereof, then such person or entity shall be deemed to have resigned as the Trustee hereunder effective immediately prior to act until such time as a successor is appointed as provided the occurrence of any matter specified in this Section. In items (a) through (j) above, or, in the event of the resignation or removal occurrence of any of the Trustee matters specified in items (k) or in (l) above, immediately prior to the event expiration of the Trustee is dissolved or otherwise becomes incapable to act as 60 day period specified therein. Upon any resignation of the Trustee, the Board Trustor shall be entitled appoint a successor. In addition to the foregoing, the Trustor may at any time, on at least ten Business Days' prior written notice, remove the Trustee for good cause and appoint a successor Trusteetrustee or trustees. To be eligible for appointment as a successor trustee hereunder, unless an Event of Default has occurred and is continuing. If the Owners of a majority in principal amount of Certificates then Outstanding object to the such successor Trustee so appointed by the Board and if such Owners designate another person qualified to act as the Trustee, the Board shall then appoint as the Trustee the person so designated by the Owners. Unless otherwise ordered by a court or regulatory body having competent jurisdiction, or unless required by law, any successor Trustee shall must be a bank or trust company or bank having the powers of a trust company as to trusts, in good standing in the State, located in or incorporated under the laws of the State, duly authorized to exercise trust powers and subject to examination by federal or state authority, having a reported combined capital and surplus of not less than at least $75,000,000. Every successor Trustee howsoever appointed hereunder shall execute100,000,000, acknowledge if there be such an institution willing, able and deliver legally qualified to its predecessor and also to the Board an instrument in writing, accepting such appointment hereunder, and thereupon such successor Trustee, without further action, shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor, and such predecessor shall execute and deliver an instrument transferring to such successor Trustee all the rights, power and trusts of such predecessor. The predecessor Trustee shall execute any and all documents necessary or appropriate to convey all interest it may have to the successor Trustee. The predecessor Trustee shall promptly deliver all records relating to the trust or copies thereof and communicate all material information it may have obtained concerning the trust to the successor Trustee. Each successor Trustee, not later than ten days after its assumption of perform the duties hereunder, shall mail a notice of such assumption to each Owner of a Certificate. Any banking association or corporation into which the Trustee may be merged, converted or with which the Trustee may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any banking association or corporation to which all or substantially all of the corporate trust business of the Trustee shall be transferred, shall succeed to all the Trustee’s right, obligations and immunities hereunder without the execution upon reasonable or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided that such entity meets the requirements of a successor Trustee set forth in the fourth paragraph of this Sectioncustomary terms.

Removal and Resignation of the Trustee. The Trustee Authority may resign at any time, or may be removed at any time by as long as an instrument or instruments in writing signed by the Owners of not less than a majority in principal amount of Certificates then Outstanding or, if no Event of Default Default, or an event which with notice or passage of time or both would become an Event of Default, has not occurred and is continuing, after any breach by the Board. Written Trustee hereunder, remove the Trustee initially a party hereto and any successor thereto, with the consent of the Credit Facility Provider, by giving written notice of such removal to the Trustee, and by giving notice by mail in accordance with Section 11.07 of such removal to all Owners of Bonds, and the Trustee initially a party hereto and any successor thereto may at any time resign by giving written notice of such resignation or removal shall be given by the Trustee to the Board Authority and no terminationthe Credit Facility Provider, if any, and by giving notice by mail in accordance with Section 11.07 of such resignation to all Owners of Bonds. Upon giving any such notice of removal or upon receiving any such notice of resignation, the Authority shall promptly appoint a successor Trustee by an instrument in writing; provided, that in the event the Authority does not appoint a successor Trustee within sixty (60) days following the giving of any such notice of removal or the receipt of any such notice of resignation, the removed or resigning Trustee may petition any appropriate court having jurisdiction to appoint a successor Trustee. No removal, resignation or removal termination of the Trustee shall take effect until a successor trustee shall be appointed. Any successor Trustee shall be a bank with trust powers or trust company doing business and having a principal corporate trust office in the appointment and qualification United States of America, having (or if such bank or trust company is a member of a successor Trusteebank holding company system, its bank holding company has) a combined capital, (exclusive of borrowed capital) and surplus of at least seventy-five million dollars ($75,000,000), unless the Authority and the City consent to a lesser amount therefor, and shall be subject to supervision or examination by state or national authorities and acceptable to the Credit Facility Provider, if any. In If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the event a successor Trustee has not been appointed and qualified within 60 days requirements of the date notice of resignation is givenany supervising or examining authority above referred to, the Trustee or the Board may apply to any court of competent jurisdiction 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 condition so published. Any removal or resignation of a Trustee and appointment of a successor Trustee to act until such time as a successor is appointed as provided in this Section. In shall become effective only upon the event acceptance of the resignation or removal of the Trustee or in the event the Trustee is dissolved or otherwise becomes incapable to act as the Trustee, the Board shall be entitled to appoint a successor Trustee, unless an Event of Default has occurred and is continuing. If the Owners of a majority in principal amount of Certificates then Outstanding object to appointment by the successor Trustee so appointed and approval by the Board Credit Facility Provider, if any, and if such Owners designate another person qualified to act as the Trustee, the Board shall then appoint as the Trustee the person so designated by the Owners. Unless otherwise ordered by a court or regulatory body having competent jurisdiction, or unless required by law, any successor Trustee shall be a trust company or bank having the powers of a trust company as to trusts, in good standing in the State, located in or incorporated under the laws transfer of the StateCredit Facility, duly authorized if any, to exercise trust powers and subject to examination by federal or state authority, having a reported capital and surplus of not less than $75,000,000. Every successor Trustee howsoever appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Board an instrument in writing, accepting such appointment hereunder, and thereupon such successor Trustee, without further action, shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor, and such predecessor shall execute and deliver an instrument transferring to such successor Trustee all the rights, power and trusts of such predecessor. The predecessor Trustee shall execute any and all documents necessary or appropriate to convey all interest it may have to the successor Trustee. The predecessor Trustee shall promptly deliver all records relating to the trust or copies thereof and communicate all material information it may have obtained concerning the trust to the successor Trustee. Each successor Trustee, not later than ten days after its assumption of the duties hereunder, shall mail a notice of such assumption to each Owner of a Certificate. Any banking association or corporation into which the Trustee may be merged, converted or with which the Trustee may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any banking association or corporation to which all or substantially all of the corporate trust business of the Trustee shall be transferred, shall succeed to all the Trustee’s right, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided that such entity meets the requirements of a successor Trustee set forth in the fourth paragraph of this Section.

Removal and Resignation of the Trustee. The District may at any time (in the absence of an Event of Default which shall then be continuing, and subject to the prior written consent of the Certificate Insurer) remove the original Trustee hereunder and any successor thereto by giving written notice of such removal to such Trustee and by giving notice by mail pursuant to Section 11.07 of such removal to all Owners of Certificates, and the original Trustee hereunder and any successor thereto may at any time resign by giving written notice of such resignation to the District and the Certificate Insurer and by giving notice by mail pursuant to Section 11.07 of such resignation to all Owners of Certificates, and upon giving any such notice of removal or upon receiving any such notice of resignation, the District shall (subject to the prior written consent of the Certificate Insurer) promptly appoint a successor Trustee by an instrument in writing; provided, that in the event the District does not appoint a successor Trustee within sixty (60) days following the giving of any such notice of removal or the receipt of any such notice of resignation, the removed or resigning Trustee may petition any appropriate court having jurisdiction to appoint a successor Trustee; and provided further, that notwithstanding any other provision hereof, no removal, resignation or termination of a Trustee shall take effect until a successor Trustee acceptable to the Certificate Insurer shall be appointed and the acceptance of appointment by such successor Trustee. Any successor Trustee shall be a bank or trust company or a national banking association doing corporate trust business and having a principal corporate trust office in Los Angeles, California, having a combined capital (exclusive of borrowed capital) and surplus of at least one hundred million dollars ($100,000,000) and subject to supervision or examination by state or national authorities; provided, that if such bank or trust company or national banking association 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 or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee may resign at any time, or may be removed at any time by an instrument or instruments in writing signed by time, at the Owners of not less than a majority in principal amount of Certificates then Outstanding or, if no Event of Default has occurred and is continuing, by the Board. Written notice of such resignation or removal shall be given by the Trustee to the Board and no termination, resignation or removal request of the Trustee shall take effect until the appointment and qualification of a successor Trustee. In the event a successor Trustee has not been appointed and qualified within 60 days Certificate Insurer, for any breach of the date notice of resignation is given, the Trustee or the Board may apply to any court of competent jurisdiction for the appointment of a successor Trustee to act until such time as a successor is appointed as provided in this Section. In the event of the resignation or removal of the Trustee or in the event the Trustee is dissolved or otherwise becomes incapable to act as the Trustee, the Board shall be entitled to appoint a successor Trustee, unless an Event of Default has occurred and is continuing. If the Owners of a majority in principal amount of Certificates then Outstanding object to the successor Trustee so appointed by the Board and if such Owners designate another person qualified to act as the Trustee, the Board shall then appoint as the Trustee the person so designated by the Owners. Unless otherwise ordered by a court or regulatory body having competent jurisdiction, or unless required by law, any successor Trustee shall be a trust company or bank having the powers of a trust company as to trusts, in good standing in the State, located in or incorporated under the laws of the State, duly authorized to exercise trust powers and subject to examination by federal or state authority, having a reported capital and surplus of not less than $75,000,000. Every successor Trustee howsoever appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Board an instrument in writing, accepting such appointment hereunder, and thereupon such successor Trustee, without further action, shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor, and such predecessor shall execute and deliver an instrument transferring to such successor Trustee all the rights, power and trusts of such predecessor. The predecessor Trustee shall execute any and all documents necessary or appropriate to convey all interest it may have to the successor Trustee. The predecessor Trustee shall promptly deliver all records relating to the trust or copies thereof and communicate all material information it may have obtained concerning the trust to the successor Trustee. Each successor Trustee, not later than ten days after its assumption of the duties hereunder, shall mail a notice of such assumption to each Owner of a Certificate. Any banking association or corporation into which the Trustee may be merged, converted or with which the Trustee may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any banking association or corporation to which all or substantially all of the corporate trust business of the Trustee shall be transferred, shall succeed to all the Trustee’s right, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided that such entity meets the requirements of a successor Trustee set forth in the fourth paragraph of this Sectionherein.

Removal and Resignation of the Trustee. The Trustee may resign at any time, or may be removed at any time by an instrument or instruments in writing signed by the Owners of not less than a majority in principal amount of Certificates then Outstanding or, if no Event of Default has occurred and is continuing, by the Board. Written notice of such resignation or removal shall be given by the Trustee to the Board and no termination, resignation or removal of the Trustee shall take effect until the appointment and qualification of a successor Trustee. In the event a successor Trustee Xxxxxxx has not been appointed and qualified within 60 days of the date notice of resignation is given, the Trustee or the Board may apply to any court of competent jurisdiction for the appointment of a successor Trustee to act until such time as a successor is appointed as provided in this Section. In the event of the resignation or removal of the Trustee or in the event the Trustee is dissolved or otherwise becomes incapable to act as the Trustee, the Board shall be entitled to appoint a successor Trustee, unless an Event of Default has occurred and is continuing. If the Owners of a majority in principal amount of Certificates then Outstanding object to the successor Trustee so appointed by the Board and if such Owners designate another person qualified to act as the Trustee, the Board shall then appoint as the Trustee the person so designated by the Owners. Unless otherwise ordered by a court or regulatory body having competent jurisdiction, or unless required by law, any successor Trustee shall be a trust company or bank having the powers of a trust company as to trusts, in good standing in the State, located in or incorporated under the laws of the State, duly authorized to exercise trust powers and subject to examination by federal or state authority, having a reported capital and surplus of not less than $75,000,000. Every successor Trustee howsoever appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Board an instrument in writing, accepting such appointment hereunder, and thereupon such successor Trustee, without further action, shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor, and such predecessor shall execute and deliver an instrument transferring to such successor Trustee all the rights, power and trusts of such predecessor. The predecessor Trustee shall execute any and all documents necessary or appropriate to convey all interest it may have to the successor Trustee. The predecessor Trustee shall promptly deliver all records relating to the trust or copies thereof and communicate all material information it may have obtained concerning the trust to the successor Trustee. Each successor Trustee, not later than ten days after its assumption of the duties hereunder, shall mail a notice of such assumption to each Owner of a Certificate. Any banking association or corporation into which the Trustee may be merged, converted or with which the Trustee may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any banking association or corporation to which all or substantially all of the corporate trust business of the Trustee shall be transferred, shall succeed to all the Trustee’s right, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided that such entity meets the requirements of a successor Trustee set forth in the fourth paragraph of this Section.