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

Removal and Resignation of the Trustee. The Authority may at any time, as long as an Event of 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 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 to the Authority and the 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 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 United States of America, having (or if such bank or trust company is a member of a bank 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. 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 condition so published. Any removal or resignation of a Trustee and appointment of a successor Trustee shall become effective only upon the acceptance of the appointment by the successor Trustee and approval by the Credit Facility Provider, if any, and the transfer of the Credit Facility, if any, to such successor Trustee.

Removal and Resignation of the Trustee. The Authority Trustee may resign at any time, with or without cause, by giving at least 30 Business Days' prior written notice to Trustor, such resignation to be effective upon the date specified in said notice, or 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 successor trustee and full compliance by the Trustee and said successor trustee with all laws respecting the transfer of title to the assets and 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 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 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 petition filed against it in any such proceeding, or (i) consent to or acquiesce in the appointment of a 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 the occurrence of any matter specified in items (a) through (j) above, or, in the event of the occurrence of any of the matters specified in items (k) or (l) above, immediately prior to the expiration of the 60 day period specified therein. Upon any resignation of the Trustee, the Trustor shall appoint a successor. In addition to the foregoing, the Trustor may at any time, as long as an Event of 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 Trustee hereunderon at least ten Business Days' prior written notice, remove the Trustee initially a party hereto for good cause 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 to the Authority and the 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 trustee 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 Trusteetrustees. No removal, resignation or termination of the Trustee shall take effect until To be eligible for appointment as a successor trustee shall be appointed. Any hereunder, such successor Trustee shall must be a bank with trust powers or trust company doing business and having a principal corporate trust office in the United States of America, having (or if such bank or trust company is a member of a bank holding company system, its bank holding company has) having a combined capital, (exclusive of borrowed capital) 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 Provider100,000,000, if any. If there be such bank or trust company publishes a report of condition at least annuallyan institution willing, pursuant able and legally qualified to law or to perform 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 condition so published. Any removal or resignation of a Trustee and appointment of a successor Trustee shall become effective only upon the acceptance duties of the appointment by the successor Trustee and approval by the Credit Facility Provider, if any, and the transfer of the Credit Facility, if any, to such successor Trusteehereunder upon reasonable or customary terms.

Removal and Resignation of the Trustee. The Authority Trustee may at any timeresign by notifying the Issuer and the Company in writing. The Owners of a majority in aggregate principal amount of the Outstanding Bonds, as or the Company, so long as an Event the Company is not in default under the Facility Lease Agreement, may remove the Trustee by notifying the Trustee in writing and may appoint a successor Trustee with the prior written consent of Defaultthe Issuer to such appointment. In the event that the Owners of a majority in aggregate principal amount of the Outstanding Bonds direct the removal of the Trustee, or an event which with notice or passage of time or both would become an Event of Default, and there has not occurred and is continuingthere shall not be continuing an Event of Default under the Facility Lease Agreement, after any breach by the Trustee hereunder, remove the Trustee initially a party hereto and any successor thereto, with the written consent of the Credit Facility ProviderCompany is required prior to the appointment of a successor Trustee, by giving written notice of which consent shall not be unreasonably withheld. Upon any 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 to the Authority and the 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 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 by an instrument in writingwriting by notice to the Trustee and the Owners of the Bonds, which successor Trustee shall promptly give notice of such appointment to all Owners of Bonds; provided, that in the event the Authority Issuer does not appoint a successor Trustee within sixty (60) 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 may petition any appropriate court having jurisdiction to appoint a successor Trustee. No removal, resignation or termination The Owners of a majority in aggregate principal amount of the Trustee shall take effect until Outstanding Bonds may, within one year of the appointment of a successor trustee shall be appointedTrustee by the Company or the Issuer, remove such successor Trustee and appoint a new successor Trustee by notifying the Issuer, the Trustee and the Company. Any successor Trustee shall be a bank with trust powers bank, national banking association or trust company doing business and company, having a principal corporate trust office in the United States of America, having (or if such bank or trust company is a member of a bank holding company system, its bank holding company has) a combined capital, capital (exclusive of borrowed capital) and surplus of at least seventy-five million dollars ($75,000,000), unless the Authority 50,000,000 and the City consent to a lesser amount therefor, and shall be subject to supervision or examination by state or national authorities and acceptable authorized to do business in the Credit Facility Provider, if anyState. If such bank bank, national banking association 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 Section 8.02 the combined capital and surplus of such bank bank, national banking association 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 shall become effective only upon the acceptance of the appointment by the successor Trustee and approval by in accordance with the Credit Facility Provider, if any, 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 Credit Facility, if any, appointment by the successor Trustee in accordance with the first paragraph of this Section 8.02 and the transfer by the retiring Trustee to such the successor Trustee of all property held by it hereunder as Trustee.

Removal and Resignation of the Trustee. Successor: The Authority may at following provisions shall provide for the removal and resignation of the Trustee and the appointment of any time, as long as an Event successor Trustee: (a) any resignation or removal of Default, or an event which with notice or passage the Trustee and appointment of time or both would a successor pursuant to this section shall not become an Event effective until acceptance of Default, has not occurred and is continuing, after any breach appointment by the successor Trustee hereunder, remove as provided in subsection (b) hereof; (b) the Trustee initially a party hereto or any trustee hereafter appointed may resign and any successor theretobe discharged of the trust created by this Indenture by executing an instrument in writing resigning as such Trustee, filing the same with the consent Depositor and mailing a copy of the Credit Facility Provider, by giving written a 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 to the Authority and the Credit Facility Provider, if any, and by giving notice by mail in accordance with Section 11.07 of such resignation to all Owners of BondsUnitholders then on record not less than sixty days before the date specified in such instrument when, subject to Section 6.5(d), such resignation is to take effect. Upon giving any such notice of removal or upon receiving any such notice of resignation, the Authority Depositor shall use its best efforts to promptly appoint a successor Trustee by an instrument in writing; as hereinafter provided, that by written instrument, in duplicate, one copy of which shall be delivered to the event resigning Trustee and one copy to the Authority does not successor Trustee. The Depositor may remove the Trustee at any time with or without cause and appoint a successor Trustee within sixty (60) days following by written instrument, in duplicate, one copy of which shall be delivered to the giving of any such notice of removal or Trustee so removed and one copy to 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 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 United States of America, having (or if such bank or trust company is a member of a bank 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. 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 Notice 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 shall become effective only upon the acceptance of the appointment be mailed by the successor Trustee, promptly after its acceptance of such appointment, to each Unitholder then of record; (c) any successor Trustee appointed hereunder shall execute, acknowledge and approval deliver to the Depositor and the retiring Trustee an instrument accepting such appointment hereunder, and such successor Trustee without any further act, deed or conveyance shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder with like effect as if originally named Trustee herein and shall be bound by all the terms and conditions of this Indenture provided, however, that no successor trustee shall be under any liability hereunder for occurrences or omissions prior to the execution of such instrument. Upon the request of such successor Trustee, the Depositor and the retiring Trustee shall, upon payment of any amounts due the retiring Trustee or provision therefor to the satisfaction of such retiring Trustee, execute and deliver an instrument acknowledged by it transferring to such successor trustee all the rights and powers of the retiring Trustee; and the retiring Trustee shall transfer, deliver and pay over to the successor Trustee all Securities and moneys at the time held by it hereunder, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the Credit Facility Providerretiring Trustee in the administration hereof as may be requested by the successor Trustee, and shall thereupon be discharged from all duties and responsibilities under this Indenture. The retiring Trustee shall, nevertheless, retain a lien upon all Securities and moneys at the time held by it hereunder to secure any amounts then due the retiring Trustee hereunder; (d) in case at any time the Trustee shall resign and no successor Trustee shall have been appointed and have accepted appointment within thirty days after notice of resignation has been received by the Depositor, the retiring Trustee may forthwith apply to a court of competent jurisdiction for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and the transfer prescribe, appoint a successor Trustee; and (e) any corporation into which any Trustee hereunder may be merged or with which it may consolidate, or any corporation resulting from any merger or consolidation to which any Trustee hereunder shall be a party or any corporation succeeding to all or substantially all of the Credit Facilitybusiness of the Trustee, if anyshall be the successor Trustee under this Indenture without the execution or filing of any paper, instrument or further act to be done on the part of the parties hereto, anything herein, or in any agreement relating to such merger or consolidation, by which any such Trustee may seek to retain certain powers, rights and privileges theretofore obtaining for any period of time following such merger or consolidation, to such successor Trusteethe contrary notwithstanding.

Removal and Resignation of the Trustee. The Authority District may at any time, as long as time (in the absence of an Event of Default, or an event Default which with notice or passage of time or both would become an Event of Default, has not occurred and is shall then be continuing, after any breach by and subject to the Trustee hereunder, prior written consent of the Certificate Insurer) remove the original Trustee initially a party hereto hereunder and any successor thereto, with the consent of the Credit Facility Provider, thereto by giving written notice of such removal to the Trustee, such Trustee and by giving notice by mail in accordance with pursuant to Section 11.07 of such removal to all Owners of BondsCertificates, and the original Trustee initially a party hereto hereunder and any successor thereto may at any time resign by giving written notice of such resignation to the Authority District and the Credit Facility Provider, if any, Certificate Insurer and by giving notice by mail in accordance with pursuant to Section 11.07 of such resignation to all Owners of Bonds. Upon Certificates, and upon giving any such notice of removal or upon receiving any such notice of resignation, the Authority 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 Authority 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. No ; and provided further, that notwithstanding any other provision hereof, no removal, resignation or termination of the a Trustee shall take effect until a successor trustee Trustee acceptable to the Certificate Insurer shall be appointedappointed and the acceptance of appointment by such successor Trustee. Any successor Trustee shall be a bank with trust powers or trust company or a national banking association doing corporate trust business and having a principal corporate trust office in the United States of AmericaLos Angeles, California, having (or if such bank or trust company is a member of a bank holding company system, its bank holding company has) a combined capital, capital (exclusive of borrowed capital) and surplus of at least seventy-five one hundred million dollars ($75,000,000), unless the Authority 100,000,000) 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 Providerauthorities; provided, that if any. 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. Any removal or resignation of a The Trustee and appointment of a successor Trustee shall become effective only upon may be removed at any time, at the acceptance request of the appointment by the successor Trustee and approval by the Credit Facility ProviderCertificate Insurer, if any, and the transfer for any breach of the Credit Facility, if any, to such successor Trusteetrust set forth herein.

Removal and Resignation of the Trustee. Successor: The Authority may at ------------------------------------------------- following provisions shall provide for the removal and resignation of the Trustee and the appointment of any time, as long as an Event successor Trustee: (a) any resignation or removal of Default, or an event which with notice or passage the Trustee and appointment of time or both would a successor pursuant to this section shall not become an Event effective until acceptance of Default, has not occurred and is continuing, after any breach appointment by the successor Trustee hereunder, remove as provided in subsection (b) hereof; (b) the Trustee initially a party hereto or any trustee hereafter appointed may resign and any successor theretobe discharged of the trust created by this Indenture by executing an instrument in writing resigning as such Trustee, filing the same with the consent Depositors and mailing a copy of the Credit Facility Provider, by giving written a 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 to the Authority and the Credit Facility Provider, if any, and by giving notice by mail in accordance with Section 11.07 of such resignation to all Owners of BondsUnitholders then on record not less than sixty days before the date specified in such instrument when, subject to Section 6.5(d), such resignation is to take effect. Upon giving any such notice of removal or upon receiving any such notice of resignation, the Authority Depositors shall use their best efforts to promptly appoint a successor Trustee by an instrument in writing; as hereinafter provided, that by written instrument, in duplicate, one copy of which shall be delivered to the event resigning Trustee and one copy to the Authority does not successor Trustee. The Depositors may remove the Trustee at any time with or without cause and appoint a successor Trustee within sixty (60) days following by written instrument, in duplicate, one copy of which shall be delivered to the giving of any such notice of removal or Trustee so removed and one copy to 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 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 United States of America, having (or if such bank or trust company is a member of a bank 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. 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 Notice 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 shall become effective only upon the acceptance of the appointment be mailed by the successor Trustee, promptly after its acceptance of such appointment, to each Unitholder then of record; (c) any successor Trustee appointed hereunder shall execute, acknowledge and approval deliver to the Depositors and the retiring Trustee an instrument accepting such appointment hereunder, and such successor Trustee without any further act, deed or conveyance shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder with like effect as if originally named Trustee herein and shall be bound by all the terms and conditions of this Indenture provided, however, that no successor trustee shall be under any liability hereunder for occurrences or omissions prior to the execution of such instrument. Upon the request of such successor Trustee, the Depositors and the retiring Trustee shall, upon payment of any amounts due the retiring Trustee or provision therefor to the satisfaction of such retiring Trustee, execute and deliver an instrument acknowledged by it transferring to such successor trustee all the rights and powers of the retiring Trustee; and the retiring Trustee shall transfer, deliver and pay over to the successor Trustee all Securities and moneys at the time held by it hereunder, together with all necessary instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such of the records or copies thereof maintained by the Credit Facility Providerretiring Trustee in the administration hereof as may be requested by the successor Trustee, and shall thereupon be discharged from all duties and responsibilities under this Indenture. The retiring Trustee shall, nevertheless, retain a lien upon all Securities and moneys at the time held by it hereunder to secure any amounts then due the retiring Trustee hereunder; (d) in case at any time the Trustee shall resign and no successor Trustee shall have been appointed and have accepted appointment within thirty days after notice of resignation has been received by the Depositors, the retiring Trustee may forthwith apply to a court of competent jurisdiction for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee; and (e) any corporation into which any Trustee hereunder may be merged or with which it may consolidate, or any corporation resulting from any merger or consolidation to which any Trustee hereunder shall be a party, shall be the transfer successor Trustee under this Indenture without the execution or filing of any paper, instrument or further act to be done on the part of the Credit Facilityparties hereto, if anyanything herein, or in any agreement relating to such merger or consolidation, by which any such Trustee may seek to retain certain powers, rights and privileges theretofore obtaining for any period of time following such merger or consolidation, to such successor Trusteethe contrary notwithstanding.

Removal and Resignation of the Trustee. The Authority Trustee may resign at any time, as long as an Event of 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 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 be removed at any time resign by giving written an instrument or instruments in writing signed by the Lessee or the Owners of not less than a majority in Aggregate Value of the Certificates. Written notice of such resignation or removal shall be given by the Trustee to the Authority Lessee and the Credit Facility Provider, if any, and by giving notice by mail in accordance with Section 11.07 of such resignation to all Owners or removal shall take effect only upon the appointment and qualification of Bondsa successor Trustee. Upon giving any such notice of removal or upon receiving any such notice of resignation, In the Authority shall promptly appoint event a successor Trustee by an instrument has not been appointed and qualified within 60 days of the date notice of resignation is given, the Trustee or the 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 writing; provided, that this Section. In the event of the resignation or removal of the Trustee or in the event the Authority does not appoint a successor Trustee within sixty (60) days following is dissolved or otherwise becomes incapable to act as the giving of any such notice of removal or the receipt of any such notice of resignationTrustee, the removed or resigning Trustee may petition any appropriate court having jurisdiction Lessee shall be entitled to appoint a successor Trustee, unless an Event of Default has occurred and is continuing. No removalUnless otherwise ordered by a court or regulatory body having competent jurisdiction, resignation or termination of the Trustee shall take effect until a successor trustee shall be appointed. Any unless required by law, any successor Trustee shall (i) be a trust company or bank with in good standing in the State, (ii) be duly authorized to exercise trust powers or trust company doing business and having a principal corporate trust office in the United States of America, having (State and subject to examination by a Federal or if such bank or trust company is a member of a bank 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 thereforstate authority, and shall be subject to supervision or examination by state or national authorities and acceptable to the Credit Facility Provider, if any. If such bank or trust company publishes (iii) maintain 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 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 Lessee an instrument in writing, accepting such bank 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. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such company shall be deemed to be its combined capital and surplus eligible 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 shall become effective only upon pursuant to this Section 9.6 in the acceptance case of the appointment by Trustee, shall be the successor Trustee and approval by the Credit Facility Provider, if any, and the transfer of the Credit Facility, if any, to such successor Trustee, without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding.

Removal and Resignation of the Trustee. The Authority may at any time, as long as an Event of 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 Trustee hereunder, remove the Trustee initially a party hereto and any successor theretoAuthority, with the consent of the Series A Credit Facility Provider, and the Series A Supplemental Credit Enhancer, if any, may at any time remove the Trustee by giving written notice of such removal by mail to the Trustee, and by giving notice by mail in accordance with Section 11.07 all of such removal to the Participants, all Owners of BondsAuthority Notes, all Additional Supplemental Credit Enhancers and Additional Credit Providers, if any, and the Trustee initially a party hereto and any successor thereto may at any time resign by giving written notice by mail of resignation to all Credit Providers, the Authority, the Participants, all Supplemental Credit Enhancers and all Owners of Authority Notes. The Series A Credit Provider or the Series A Supplemental Credit Enhancer, may, at any time remove the Trustee if such Series A Credit Provider or Series A Supplemental Credit Enhancer, as applicable, is not in default on its payment obligations under the corresponding Series A Credit Instrument or Series A Supplemental Credit Enhancement, as applicable. The Series A Credit Provider or Series A Supplemental Credit Enhancer, as applicable, shall give written notice by mail of such resignation removal to the Trustee, the Authority, all Supplemental Credit Enhancers, all of the Participants, any Additional Credit Provider, if any and as applicable, all of the Supplemental Credit Enhancers and all Owners of Authority Notes. If such removal is at the request of the Series A Credit Provider or Series A Supplemental Credit Enhancer, and the Trustee has not been removed due to its willful misconduct or negligence hereunder, such Series A Credit Provider or Series A Supplemental Credit Enhancer, shall reimburse the Authority and the Credit Facility Provider, if any, and by giving notice by mail in accordance with Section 11.07 of Participants for any additional costs resulting from such resignation to all Owners of Bondsremoval. Upon giving any such notice of removal or upon receiving any such notice of removal or resignation, the Authority shall promptly appoint a successor Trustee acceptable to the Series A Credit Provider and Series A Supplemental Credit Enhancer, as applicable, by an instrument in writing; provided, that in the event if 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 termination of the Trustee shall take effect until a successor trustee shall be appointed. Any successor Trustee shall be a commercial bank with trust powers or trust company doing business and having a principal corporate trust office either in the United States of AmericaLos 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 has) a combined capital, capital (exclusive of borrowed capital) and surplus of at least seventy-five one hundred million dollars ($75,000,000), unless the Authority 100,000,000) 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 anyauthorities. 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 condition so published. In the event the Series A Authority Notes are paid in full and all Predefault and Reimbursement Obligations due and owing with respect to such Series A Authority Notes have been satisfied, the provisions of the preceding paragraph will apply with the phrase “applicable Additional Credit Provider” substituted for the Series A Credit Provider. Any removal or resignation of a Trustee and appointment of a successor Trustee shall become effective only upon the acceptance of the appointment by when the successor Trustee has provided written acceptance of its appointment to the Authority and approval by the each Credit Facility ProviderInstrument, if any, and the transfer of the Supplemental Credit FacilityEnhancement, if any, to such successor Trusteeare transferred in accordance with their respective terms.