Common use of Resignation and Removal of the Trustee; Appointment of Successor Trustee Clause in Contracts

Resignation and Removal of the Trustee; Appointment of Successor Trustee. The Trustee may resign as Trustee at any time by giving notice of its resignation to the Grantor. The Trustee may be removed by the Grantor at any time by notice of such removal delivered to the Trustee. Any resignation or removal of the Trustee shall take effect upon the appointment of a qualified successor trustee and the successor's acceptance of such appointment as hereinafter provided. If the Trustee shall resign or be removed, the Grantor shall, within 45 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor trustee, which shall be a bank or trust company, or an affiliate of a bank or trust company, having its principal office in the State of Delaware and having a combined capital and surplus of at least $50,000,000. If a successor Trustee shall not have been appointed in 45 days, the resigning Trustee may petition a court of competent jurisdiction to appoint a successor trustee, and the expenses of such proceeding shall be borne by the Grantor. Every successor trustee shall execute and deliver to its predecessor and to the Grantor an instrument in writing accepting its appointment hereunder, and thereupon the resigning or removed Trustee shall be fully released and discharged of the trusts and duties of the Trustee hereunder and such successor trustee, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Trustee under this Trust Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Grantor, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rights, title and interest in the Company Preferred Securities and any moneys or property held hereunder to such successor and shall deliver to such successor a list of the Holders of all outstanding Trust Preferred Securities. Any successor Trustee shall promptly mail notice of its appointment to the Holders of the Trust Preferred Securities. Any Person into or with which the Trustee may be merged, consolidated or converted, or any Person succeeding to the corporate trust business of the Trustee, shall be the successor of such Trustee without the execution or filing of any document or any further act, provided such Person shall be eligible under the provisions of the immediately preceding paragraph.

Resignation and Removal of the Trustee; Appointment of Successor Trustee. The Trustee may at any time resign as Trustee at any time hereunder by giving written notice of its resignation election so to the Grantor. The Trustee may be removed by the Grantor at any time by notice of such removal do, delivered to the Trustee. Any Depositor and the Rating Agency as provided in Section 9.04 hereof, and such resignation or removal of the Trustee shall take effect upon the appointment of a qualified successor trustee Trustee and the successor's its acceptance of such appointment as hereinafter provided. If The Depositor may at any time (including such time as the Trustee fails to comply with Section 5.01) remove the Trustee as Trustee hereunder by written notice of its election to do so, delivered to the Trustee and the Rating Agency as provided in Section 9.04 hereof, and such removal shall take effect upon the appointment of a successor Trustee and its acceptance of such appointment as provided in the third succeeding paragraph; provided, however, that in the event of such removal, the Depositor shall negotiate in good faith with the Trustee in order to agree regarding payment of the termination costs of the Trustee resulting from such removal. Upon the designation of a successor Trustee following either resignation by or removal of the Trustee, the Trustee shall resign deliver to the successor Trustee all records relating to the Certificates in the form and manner then maintained by the Trustee, which shall include a hard copy thereof upon request of the successor Trustee. If at any time the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or the Trustee shall fail to comply with Section 5. 01, then any Holder of a Certificate with respect to a particular issue of Bonds which has been such a Holder for at least six (6) months or the Holders of Outstanding Certificates representing ten percent (10%) of the Voting Rights for the Outstanding Certificates of a series which is outstanding at such time may, on behalf of himself, herself or themselves and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to the Bonds evidenced by such Certificates and the appointment of a successor Trustee. In the event the Trustee resigns or is removed, the Grantor Trustee shall reimburse the Depositor for any fees or charges previously paid to the Trustee in respect of duties not yet performed under this Agreement which remain to be performed by a successor Trustee and the Trustee shall promptly notify the Rating Agency of its resignation or removal and any successor Trustee shall promptly notify the Rating Agency of its appointment as provided in Section 9.04 hereof. In case at any time the Trustee acting hereunder notifies the Depositor that it elects to resign or the Depositor notifies the Trustee that it elects to remove the Trustee as Trustee, the Depositor shall, within 45 ninety (90) days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor trusteeTrustee, which shall be a bank with trust powers or a trust company, or an affiliate of a bank or trust company, company having its principal office in the State United States of Delaware America and having a combined capital and surplus of at least $50,000,00050,000,000 and which is rated at least investment grade by the Rating Agency. If a no successor Trustee shall not have has been appointed in 45 daysas successor Trustee within ninety (90) days after the Trustee has given written notice of its election to resign or the Depositor has given written notice to the Trustee of its election to remove the Trustee, as the case may be, the resigning Trustee may petition a any court of competent jurisdiction to appoint for the appointment of a successor trustee, and the expenses of such proceeding shall be borne by the GrantorTrustee. Every successor trustee Trustee shall execute and deliver to its predecessor and to the Grantor Depositor an instrument in writing accepting its appointment hereunder, and thereupon the resigning or removed Trustee shall be fully released and discharged of the trusts and duties of the Trustee hereunder and such successor trusteeTrustee, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Trustee under this Trust Agreement, and such predecessor, upon payment of all sums due it and on the written request of the GrantorDepositor, shall promptly execute and deliver an instrument transferring to such successor all rights rights, obligations and powers of such predecessor hereunder, and shall duly assign, transfer and deliver all rightsright, title and interest in the Company Preferred Securities Bonds and any moneys or property held hereunder parts thereof to such successor and shall deliver to such successor a list of the Holders of all outstanding Trust Preferred Securitiessuccessor. Any successor Trustee shall promptly mail give notice of its appointment to the Holders of the Trust Preferred SecuritiesCertificates for which it is successor Trustee as provided in Section 9.04 hereof. Any Person corporation into or with which the Trustee may be merged, consolidated or converted, or any Person succeeding to the corporate trust business of the Trustee, converted shall be the successor of such Trustee without the execution or filing of any document or any further act, provided such Person shall be eligible under the provisions of the immediately preceding paragraph.

Resignation and Removal of the Trustee; Appointment of Successor Trustee. The Trustee may resign as Trustee at any time by giving notice of its resignation to the Grantor. The Trustee may be removed by the Grantor at any time by notice of such removal delivered to the Trustee. Any resignation or removal of the Trustee shall take effect upon the appointment of a qualified successor trustee and the successor's ’s acceptance of such appointment as hereinafter provided. If the Trustee shall resign or be removed, the Grantor shall, within 45 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor trustee, which shall be a bank or trust company, or an affiliate of a bank or trust company, having its principal office in the State of Delaware and having a combined capital and surplus of at least $50,000,000. If a successor Trustee shall not have been appointed in 45 days, the resigning Trustee may petition a court of competent jurisdiction to appoint a successor trustee, and the expenses of such proceeding shall be borne by the Grantor. Every successor trustee shall execute and deliver to its predecessor and to the Grantor an instrument in writing accepting its appointment hereunder, and thereupon the resigning or removed Trustee shall be fully released and discharged of the trusts and duties of the Trustee hereunder and such successor trustee, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Trustee under this Trust Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Grantor, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rights, title and interest in the [Company Preferred Securities Securities][Subordinated Notes] [Eligible Investments] and any moneys or property held hereunder to such successor and shall deliver or cause the Registrar to deliver to such successor a list of the Holders of all outstanding Trust Preferred Securities. Any successor Trustee shall promptly mail notice of its appointment to the Holders of the Trust Preferred Securities. Any Person into or with which the Trustee may be merged, consolidated or converted, or any Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of such Trustee without the execution or filing of any document or any further act, provided such Person shall be eligible under the provisions of the immediately preceding paragraph. In connection with any such succession, the Trustee shall file an amendment to the Certificate of Trust as required by the Statutory Trust Act.

Resignation and Removal of the Trustee; Appointment of Successor Trustee. The Trustee may at any time resign as Trustee at any time hereunder by giving written notice of its resignation election so to the Grantor. The Trustee may be removed by the Grantor at any time by notice of such removal do, delivered to the Trustee. Any Depositor, and such resignation or removal of the Trustee shall take effect upon the appointment of a qualified successor trustee Trustee and the successor's its acceptance of such appointment as hereinafter provided. If The Depositor may at any time remove the Trustee as Trustee hereunder by written notice of its election to do so, delivered to the Trustee as provided in Section 8.03 hereof, and such removal shall take effect upon the appointment of a successor Trustee and its acceptance of such appointment as provided in the third succeeding paragraph; provided, however, that in the event of such removal, the Depositor shall negotiate in good faith with the Trustee in order to agree regarding payment of the termination costs of the Trustee resulting from such removal. Upon the designation of a successor Trustee following either resignation by or removal of the Trustee, the Trustee shall deliver to the successor Trustee all records relating to the Receipts in the form and manner then maintained by the Trustee, which shall include a hard copy thereof upon request of the successor Trustee. If at any time the Trustee fails to meet the qualifications for successor Trustees set forth in the next paragraph, shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or the Trustee shall fail to comply with the provisions of Section 310(b) of the Act, then any Holder of a Receipt with respect to a particular issue of Bonds which has been such a Holder for at least six (6) months or the Holders of ten percent (10%) of the face amount of Receipts of a series which is outstanding at such time may, on behalf of himself, herself or themselves and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to the Bonds evidenced by such Receipts and the appointment of a successor Trustee. In the case at any time the Trustee acting hereunder notifies the Depositor that it elects to resign or be removedthe Depositor notifies the Trustee that it elects to remove the Trustee as Trustee, the Grantor Depositor shall, within 45 ninety (90) days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor trusteeTrustee, which shall be a bank with trust powers or trust company, or an affiliate of a bank or trust company, company having its principal office in the State United States of Delaware and America, having a combined capital and surplus of at least $50,000,000, and having a rating of Baa or better assigned by at least one nationally recognized statistical rating agency, as that term is defined under Securities and Exchange Commission Rule 15C3-1(c)(2)(vi)(F). If no successor Trustee has been appointed a successor Trustee shall not have been appointed in 45 dayswithin ninety (90) days after the Trustee has given written notice of its election to resign or the Depositor has given written notice to the Trustee of its election to remove the Trustee, as the case may be, the resigning Trustee may petition a any court of competent jurisdiction to appoint for the appointment of a successor trustee, and the expenses of such proceeding shall be borne by the GrantorTrustee. Every successor trustee Trustee shall execute and deliver to its predecessor and to the Grantor Depositor an instrument in writing accepting its appointment hereunder, and thereupon the resigning or removed Trustee shall be fully released and discharged of the trusts and duties of the Trustee hereunder and such successor trusteeTrustee, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Trustee under this Trust Agreement, and such predecessor, upon payment of all sums due it and on the written request of the GrantorDepositor, shall promptly execute and deliver an instrument transferring to such successor all rights rights, obligations and powers of such predecessor hereunder, and shall duly assign, transfer and deliver all rightsright, title and interest in the Company Preferred Securities Bonds and any moneys or property held hereunder parts thereof to such successor and shall deliver to such successor a list of the Holders of all outstanding Trust Preferred Securitiessuccessor. Any successor Trustee shall promptly mail give notice of its appointment to the Holders of the Trust Preferred SecuritiesReceipts for which it is successor Trustee as provided in Section 8.03 hereof. Any Person corporation into or with which the Trustee may be merged, consolidated or converted, converted or any Person succeeding corporation which shall succeed to all or substantially all of the corporate trust business of the Trustee, Trustee shall be the successor of such Trustee without the execution or filing of any document or any further act, provided such Person shall be eligible under the provisions of the immediately preceding paragraph.

Resignation and Removal of the Trustee; Appointment of Successor Trustee. The Trustee may at any time resign as Trustee at any time hereunder by giving notice of its election to do so delivered to the Grantor and the General Partner, such resignation to take effect upon the Grantorappointment of a successor trustee and its acceptance of such appointment as hereinafter provided. The Trustee may at any time be removed by the Grantor at any Grantor, provided that an Event of Default has not occurred and is then continuing under the Indenture dated as of July 1, 1994 between PECO Energy and First Union National Bank, as successor trustee, as supplemented from time to time, or the Guarantee, by notice of such removal delivered to the Trustee. Any resignation or , such removal of the Trustee shall to take effect upon the appointment of a qualified successor trustee and the successor's its acceptance of such appointment as hereinafter provided. If In case at any time the Trustee acting hereunder shall resign or be removed, the Grantor shall, within 45 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor trustee, which shall be a bank or trust company, or an affiliate Affiliate of a bank or trust company, having its principal office in the State of Delaware and having a combined capital and surplus of at least $50,000,000. If a successor Trustee shall not have been appointed in 45 days, the resigning Trustee may petition a court of competent jurisdiction to appoint a successor trustee, and the expenses of such proceeding shall be borne by the GrantorGeneral Partner. Every successor trustee shall execute and deliver to its predecessor and to the Grantor and the General Partner an instrument in writing accepting its appointment hereunder, and thereupon the resigning or removed Trustee shall be fully released and discharged of the trusts and duties of the Trustee hereunder and such successor trustee, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Trustee under this Trust Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Grantor, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rights, title and interest in the Company Preferred Securities and any moneys or property held hereunder to such successor and shall deliver to such successor a list of the Holders of all outstanding Trust Preferred Capital Securities. Any successor Trustee shall promptly mail notice of its appointment to the Holders of the Trust Preferred Capital Securities. Any Person into or with which the Trustee may be merged, consolidated or converted, or any Person succeeding to the corporate trust business of the Trustee, shall be the successor of such Trustee without the execution or filing of any document or any further act, provided such Person shall be eligible under the provisions of the immediately preceding paragraph.

Resignation and Removal of the Trustee; Appointment of Successor Trustee. The Trustee may at any time resign as Trustee at any time hereunder by giving written notice of its resignation election so to the Grantor. The Trustee may be removed by the Grantor at any time by notice of such removal do, delivered to the Trustee. Any Depositor and the Rating Agency as provided in Section 9.04 hereof, and such resignation or removal of the Trustee shall take effect upon the appointment of a qualified successor trustee Trustee and the successor's its acceptance of such appointment as hereinafter provided. If The Depositor may at any time (including such time as the Trustee fails to comply with Section 5.01) remove the Trustee as Trustee hereunder by written notice of its election to do so, delivered to the Trustee and the Rating Agency as provided in Section 9.04 hereof, and such removal shall take effect upon the appointment of a successor Trustee and its acceptance of such appointment as provided in the third succeeding paragraph; provided, however, that B-27 38 in the event of such removal, the Depositor shall negotiate in good faith with the Trustee in order to agree regarding payment of the termination costs of the Trustee resulting from such removal. Upon the designation of a successor Trustee following either resignation by or removal of the Trustee, the Trustee shall resign deliver to the successor Trustee all records relating to the Certificates in the form and manner then maintained by the Trustee, which shall include a hard copy thereof upon request of the successor Trustee. If at any time the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or the Trustee shall fail to comply with Section 5. 01, then any Holder of a Certificate with respect to a particular issue of Bonds which has been such a Holder for at least six (6) months or the Holders of Outstanding Certificates representing ten percent (10%) of the Voting Rights for the Outstanding Certificates of a series which is outstanding at such time may, on behalf of himself, herself or themselves and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to the Bonds evidenced by such Certificates and the appointment of a successor Trustee. In the event the Trustee resigns or is removed, the Grantor Trustee shall reimburse the Depositor for any fees or charges previously paid to the Trustee in respect of duties not yet performed under this Agreement which remain to be performed by a successor Trustee and the Trustee shall promptly notify the Rating Agency of its resignation or removal and any successor Trustee shall promptly notify the Rating Agency of its appointment as provided in Section 9.04 hereof. In case at any time the Trustee acting hereunder notifies the Depositor that it elects to resign or the Depositor notifies the Trustee that it elects to remove the Trustee as Trustee, the Depositor shall, within 45 ninety (90) days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor trusteeTrustee, which shall be a bank with trust powers or a trust company, or an affiliate of a bank or trust company, company having its principal office in the State United States of Delaware America and having a combined capital and surplus of at least $50,000,00050,000,000 and which is rated at least investment grade by the Rating Agency. If a no successor Trustee shall not have has been appointed in 45 daysas successor Trustee within ninety (90) days after the Trustee has given written notice of its election to resign or the Depositor has given written notice to the Trustee of its election to remove the Trustee, as the case may be, the resigning Trustee may petition a any court of competent jurisdiction to appoint for the appointment of a successor trustee, and the expenses of such proceeding shall be borne by the GrantorTrustee. Every successor trustee Trustee shall execute and deliver to its predecessor and to the Grantor Depositor an instrument in writing accepting its appointment hereunder, and thereupon the resigning or removed Trustee shall be fully released and discharged of the trusts and duties of the Trustee hereunder and such successor trusteeTrustee, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Trustee under this Trust Agreement, and such predecessor, upon payment of all sums due it and on the written request of the GrantorDepositor, shall promptly execute and deliver an instrument transferring to such successor all rights rights, obligations and powers of such predecessor hereunder, and shall duly assign, transfer and deliver all rightsright, title and interest in the Company Preferred Securities Bonds and any moneys or property held hereunder parts thereof to such successor and shall deliver to such successor a list of the Holders of all outstanding Trust Preferred Securitiessuccessor. Any successor Trustee shall promptly mail give notice of its appointment to the Holders of the Trust Preferred Securities. Any Person into or with Certificates for which the it is successor Trustee may be merged, consolidated or converted, or any Person succeeding to the corporate trust business of the Trustee, shall be the successor of such Trustee without the execution or filing of any document or any further act, as provided such Person shall be eligible under the provisions of the immediately preceding paragraphin Section 9.04 hereof.

Resignation and Removal of the Trustee; Appointment of Successor Trustee. The Trustee may at any time resign as Trustee at any time hereunder by giving notice of its election to do so delivered to the Grantor and the General Partner, such resignation to take effect upon the Grantorappointment of a successor trustee and its acceptance of such appointment as hereinafter provided. The Trustee may at any time be removed by the Grantor at any time Grantor, provided that an Event of Default has not occurred and is then continuing under the Indenture dated as of July 1, 1994 between PECO Energy and First Union National Bank, as successor trustee, as supplemented, or the Guarantee, by notice of such removal delivered to the Trustee. Any resignation or , such removal of the Trustee shall to take effect upon the appointment of a qualified successor trustee and the successor's its acceptance of such appointment as hereinafter provided. If In case at any time the Trustee acting hereunder shall resign or be removed, the Grantor shall, within 45 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor trustee, which shall be a bank or trust company, or an affiliate Affiliate of a bank or trust company, having its principal office in the State of Delaware and having a combined capital and surplus of at least $50,000,000. If a successor Trustee shall not have been appointed in 45 days, the resigning Trustee may petition a court of competent jurisdiction to appoint a successor trustee, and the expenses of such proceeding shall be borne by the GrantorGeneral Partner. Every successor trustee shall execute and deliver to its predecessor and to the Grantor and the General Partner an instrument in writing accepting its appointment hereunder, and thereupon the resigning or removed Trustee shall be fully released and discharged of the trusts and duties of the Trustee hereunder and such successor trustee, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Trustee under this Trust Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Grantor, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rights, title and interest in the Company Preferred Securities and any moneys or property held hereunder to such successor and shall deliver to such successor a list of the Holders of all outstanding Trust Preferred SecuritiesReceipts. Any successor Trustee shall promptly mail notice of its appointment to the Holders of the Trust Preferred SecuritiesReceipts. Any Person into or with which the Trustee may be merged, consolidated or converted, or any Person succeeding to the corporate trust business of the Trustee, shall be the successor of such Trustee without the execution or filing of any document or any further act, provided such Person shall be eligible under the provisions of the immediately preceding paragraph.

Resignation and Removal of the Trustee; Appointment of Successor Trustee. The Trustee may resign as Trustee at any time by giving notice of its resignation to the Grantor. The Trustee may be removed by the Grantor at any time by notice of such removal delivered to the Trustee. Any resignation or removal of the Trustee shall take effect upon the appointment of a qualified successor trustee and the successor's acceptance of such appointment as hereinafter provided. If the Trustee shall resign or be removed, the Grantor shall, within 45 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor trustee, which shall be a bank or trust company, or an affiliate of a bank or trust company, having its principal office in the State of Delaware and having a combined capital and surplus of at least $50,000,000. If a successor Trustee shall not have been appointed in 45 days, the resigning Trustee may petition a court of competent jurisdiction to appoint a successor trustee, and the expenses of such proceeding shall be borne by the Grantor. Every successor trustee shall execute and deliver to its predecessor and to the Grantor an instrument in writing accepting its appointment hereunder, and thereupon the resigning or removed Trustee shall be fully released and discharged of the trusts and duties of the Trustee hereunder and such successor trustee, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Trustee under this Trust Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Grantor, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rights, title and interest in the Company Preferred Securities and any moneys or property held hereunder to such successor and shall deliver to such successor a list of the Holders of all outstanding Trust Preferred Securities. Any successor Trustee shall promptly mail notice of its appointment to the Holders of the Trust Preferred Securities. Any Person into or with which the Trustee may be merged, consolidated or converted, or any Person succeeding to the corporate trust business of the Trustee, shall be the successor of such Trustee without the execution or filing of any document or any further act, provided such Person shall be eligible under the provisions of the immediately preceding paragraph.

Resignation and Removal of the Trustee; Appointment of Successor Trustee. (a) The Trustee may at any time resign as Trustee at any time hereunder by giving written notice of its resignation to the Grantor. The Trustee may be removed by the Grantor at any time by notice of such removal thereof delivered to the Trustee. Any Depositor and each Certificateholder, such resignation or removal of the Trustee shall to take effect only upon the appointment of a qualified successor trustee Trustee and the successor's its acceptance of such appointment as hereinafter provided. If the Trustee resigns hereunder, the Trustee shall resign or use its best efforts to assist the Depositor in obtaining a successor Trustee. (b) The Trustee may at any time be removed, with or without cause, by the Grantor shall, within 45 days after Depositor or by all the delivery of the Certificateholder upon 30 days’ written notice of resignation or removal, as such removal delivered to the Trustee (and in the case may beof removal by Certificateholders, appoint to the Depositor), such removal to take effect only upon the appointment of a qualified successor trusteeTrustee and its acceptance of such appointment as hereinafter provided. (c) If the Trustee becomes incapable of acting, which shall is adjudged to be a bank bankrupt or trust companyinsolvent, or an affiliate of a bank or trust company, having its principal office in the State of Delaware and having a combined capital and surplus of at least $50,000,000. If a successor Trustee shall not have been appointed in 45 days, the resigning Trustee may petition a court of competent jurisdiction to appoint a successor trustee, and the expenses of such proceeding shall be borne by the Grantor. Every successor trustee shall execute and deliver to its predecessor and to the Grantor an instrument in writing accepting its appointment hereunder, and thereupon the resigning or removed Trustee shall be fully released and discharged of the trusts and duties receiver of the Trustee hereunder and such successor trustee, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be property is appointed, or any public officer takes charge or control of the Trustee under this Trust Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Grantor, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rights, title and interest in the Company Preferred Securities and any moneys or property held hereunder to such successor and shall deliver to such successor a list of the Holders of all outstanding Trust Preferred Securities. Any successor Trustee shall promptly mail notice of its appointment to property or affairs for the Holders purpose of rehabilitation, conservation or liquidation, then the Trust Preferred Securities. Trustee may be removed by court action instituted by the Depositor or any Certificateholder. (d) Any Person entity into or with which the Trustee may be merged, consolidated merged or convertedconverted or with which it may be consolidated, or any Person entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any entity succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of such the Trustee hereunder without the execution or filing delivery of any document paper or any further actact on the part of the parties hereto; provided, provided however, that, if, upon the occurrence of such Person event, such entity shall not be eligible to serve as trustee pursuant to Section 9.08(e), such event shall be eligible deemed to be an act of resignation by the Trustee pursuant to Section 9.08(a), and such Trustee shall deliver notice thereof pursuant to Section 9.08(a) upon the occurrence of such event. (e) In case at any time the Trustee acting hereunder shall resign or be removed, the Depositor may appoint a successor trustee within 90 days after the delivery of a notice of resignation or a notice of removal. Any successor trustee shall be a bank or trust company organized and doing business under the laws of the United States of America or of any State thereof, authorized to act as trustee, having a combined capital and surplus of at least $200,000,000, rated at least BBB+ by S&P and Baa2 by Moody’s and subject to supervision or examination by federal or state authority. If no successor trustee has been appointed as successor trustee within 90 days after the Trustee has given written notice of its election to resign, the resigning Trustee may, at the expense of the Depositor, petition any court of competent jurisdiction for the appointment of a successor trustee. (f) Any successor trustee appointed hereunder shall execute and deliver to the Depositor and the retiring Trustee an instrument accepting such appointment and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee shall become vested with all the rights and duties of the retiring Trustee. The retiring Trustee shall (i) upon payment of its charges, duly cause the assets of the Trust to be transferred to such successor trustee which shall deposit the same in separate Accounts held by such successor trustee and duly assign, transfer and deliver to such successor trustee all records, Certificates and rights to all moneys held by such retiring Trustee hereunder, and (ii) pay over to such successor trustee any fees or charges previously paid to the Trustee in respect of duties not yet performed under this Agreement which remain to be performed by such successor trustee. Any successor Trustee shall (i) promptly mail notice of its appointment to all affected Certificateholders, (ii) automatically be bound by all terms of this Agreement and (iii) promptly take such steps and establish such books and records as may be necessary or appropriate for it to comply with the provisions of the immediately preceding paragraphthis Agreement.

Resignation and Removal of the Trustee; Appointment of Successor Trustee. The Trustee may at any time resign as Trustee at any time hereunder by giving written notice of its resignation election so to the Grantor. The Trustee may be removed by the Grantor at any time by notice of such removal do, delivered to the Trustee. Any Depositor and the Rating Agency as provided in Section 9.04 hereof, and such resignation or removal of the Trustee shall take effect upon the appointment of a qualified successor trustee Trustee and the successor's its acceptance of such appointment as hereinafter provided. If The Depositor may at any time (including such time as the Trustee fails to comply with Section 5.01) remove the Trustee as Trustee hereunder by written notice of its election to do so, delivered to the Trustee and the Rating Agency as provided in Section 9.04 hereof, and such removal shall take effect upon the appointment of a successor Trustee and its acceptance of such appointment as provided in the third succeeding paragraph; provided, however, that B-27 38 in the event of such removal, the Depositor shall negotiate in good faith with the Trustee in order to agree regarding payment of the termination costs of the Trustee resulting from such removal. Upon the designation of a successor Trustee following either resignation by or removal of the Trustee, the Trustee shall resign deliver to the successor Trustee all records relating to the Certificates in the form and manner then maintained by the Trustee, which shall include a hard copy thereof upon request of the successor Trustee. If at any time the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or the Trustee shall fail to comply with Section 5.01, then any Holder of a Certificate with respect to a particular issue of Bonds which has been such a Holder for at least six (6) months or the Holders of Outstanding Certificates representing ten percent (10%) of the Voting Rights for the Outstanding Certificates of a series which is outstanding at such time may, on behalf of himself, herself or themselves and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to the Bonds evidenced by such Certificates and the appointment of a successor Trustee. In the event the Trustee resigns or is removed, the Grantor Trustee shall reimburse the Depositor for any fees or charges previously paid to the Trustee in respect of duties not yet performed under this Agreement which remain to be performed by a successor Trustee and the Trustee shall promptly notify the Rating Agency of its resignation or removal and any successor Trustee shall promptly notify the Rating Agency of its appointment as provided in Section 9.04 hereof. In case at any time the Trustee acting hereunder notifies the Depositor that it elects to resign or the Depositor notifies the Trustee that it elects to remove the Trustee as Trustee, the Depositor shall, within 45 ninety (90) days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor trusteeTrustee, which shall be a bank with trust powers or a trust company, or an affiliate of a bank or trust company, company having its principal office in the State United States of Delaware America and having a combined capital and surplus of at least $50,000,00050,000,000 and which is rated at least investment grade by the Rating Agency. If a no successor Trustee shall not have has been appointed in 45 daysas successor Trustee within ninety (90) days after the Trustee has given written notice of its election to resign or the Depositor has given written notice to the Trustee of its election to remove the Trustee, as the case may be, the resigning Trustee may petition a any court of competent jurisdiction to appoint for the appointment of a successor trustee, and the expenses of such proceeding shall be borne by the GrantorTrustee. Every successor trustee Trustee shall execute and deliver to its predecessor and to the Grantor Depositor an instrument in writing accepting its appointment hereunder, and thereupon the resigning or removed Trustee shall be fully released and discharged of the trusts and duties of the Trustee hereunder and such successor trusteeTrustee, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Trustee under this Trust Agreement, and such predecessor, upon payment of all sums due it and on the written request of the GrantorDepositor, shall promptly execute and deliver an instrument transferring to such successor all rights rights, obligations and powers of such predecessor hereunder, and shall duly assign, transfer and deliver all rightsright, title and interest in the Company Preferred Securities Bonds and any moneys or property held hereunder parts thereof to such successor and shall deliver to such successor a list of the Holders of all outstanding Trust Preferred Securitiessuccessor. Any successor Trustee shall promptly mail give notice of its appointment to the Holders of the Trust Preferred Securities. Any Person into or with Certificates for which the it is successor Trustee may be merged, consolidated or converted, or any Person succeeding to the corporate trust business of the Trustee, shall be the successor of such Trustee without the execution or filing of any document or any further act, as provided such Person shall be eligible under the provisions of the immediately preceding paragraphin Section 9.04 hereof.

Resignation and Removal of the Trustee; Appointment of Successor Trustee. The Trustee may at any time resign as Trustee at any time hereunder by giving notice of its election to do so delivered to the Grantor and the General Partner, such resignation to take effect upon the Grantorappointment of a successor trustee and its acceptance of such appointment as hereinafter provided. The Trustee may at any time be removed by the Grantor at any time by notice of such removal delivered to the Trustee. Any resignation or , such removal of the Trustee shall to take effect upon the appointment of a qualified successor trustee and the successor's its acceptance of such appointment as hereinafter provided. If In case at any time the Trustee acting hereunder shall resign or be removed, the Grantor shall, within 45 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor trustee, which shall be a bank or trust company, or an affiliate Affiliate of a bank or trust company, having its principal office in the State of Delaware and having a combined capital and surplus of at least $50,000,000. If a successor Trustee shall not have been appointed in 45 days, the resigning Trustee may petition a court of competent jurisdiction to appoint a successor trustee, and the expenses of such proceeding shall be borne by the Grantor. Every successor trustee shall execute and deliver to its predecessor and to the Grantor and the General Partner an instrument in writing accepting its appointment hereunder, and thereupon the resigning or removed Trustee shall be fully released and discharged of the trusts and duties of the Trustee hereunder and such successor trustee, without any further act or deed, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor and for all purposes shall be the Trustee under this Trust Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Grantor, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rights, title and interest in the Company Preferred Securities and any moneys or property held hereunder to such successor and shall deliver to such successor a list of the Holders of all outstanding Trust Preferred Securities. Any successor Trustee shall promptly mail notice of its appointment to the Holders of the Trust Preferred Securities. Any Person into or with which the Trustee may be merged, consolidated or converted, or any Person succeeding to the corporate trust business of the Trustee, shall be the successor of such Trustee without the execution or filing of any document or any further act, provided such Person shall be eligible under the provisions of the immediately preceding paragraph.,

Resignation and Removal of the Trustee; Appointment of Successor Trustee. The Trustee may at any time resign as Trustee at any time hereunder by giving notice of its election to do so delivered to the Grantor and the General Partner, such resignation to take effect upon the Grantorappointment of a successor trustee and its acceptance of such appointment as hereinafter provided. The Trustee may at any time be removed by the Grantor at any time by notice of such removal delivered to the Trustee. Any resignation or , such removal of the Trustee shall to take effect upon the appointment of a qualified successor trustee and the successor's its acceptance of such appointment as hereinafter provided. If In case at any time the Trustee acting hereunder shall resign or be removed, the Grantor shall, within 45 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor trustee, which shall be a bank or trust company, or an affiliate Affiliate of a bank or trust company, having its principal office in the State of Delaware and having a combined capital and surplus of at least $50,000,000. If a successor Trustee shall not have been appointed in 45 days, the resigning Trustee may petition a court of competent jurisdiction to appoint a successor trustee, and the expenses of such proceeding shall be borne by the Grantor. Every successor trustee shall execute and deliver to its predecessor and to the Grantor and the General Partner an instrument in writing accepting its appointment hereunder, and thereupon the resigning or removed Trustee shall be fully released and discharged of the trusts and duties of the Trustee hereunder and such successor trustee, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Trustee under this Trust Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Grantor, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rights, title and interest in the Company Preferred Securities and any moneys or property held hereunder to such successor and shall deliver to such successor a list of the Holders of all outstanding Trust Preferred SecuritiesReceipts. Any successor Trustee shall promptly mail notice of its appointment to the Holders of the Trust Preferred SecuritiesReceipts. Any Person into or with which the Trustee may be merged, consolidated or converted, or any Person succeeding to the corporate trust business of the Trustee, shall be the successor of such Trustee without the execution or filing of any document or any further act, provided such Person shall be eligible under the provisions of the immediately preceding paragraph.

Resignation and Removal of the Trustee; Appointment of Successor Trustee. The Trustee may at any time resign as Trustee at any time hereunder by giving notice of its election to do so delivered to the Grantor and the General Partner, such resignation to take effect upon the Grantorappointment of a successor trustee and its acceptance of such appointment as hereinafter provided. The Trustee may at any time be removed by the Grantor at any time by notice of such removal delivered to the Trustee. Any resignation or , such removal of the Trustee shall to take effect upon the appointment of a qualified successor trustee and the successor's its acceptance of such appointment as hereinafter provided. If In case at any time the Trustee acting hereunder shall resign or be removed, the Grantor shall, within 45 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor trustee, which shall be a bank or trust company, or an affiliate Affiliate of a bank or trust company, having its principal office in the State of Delaware and having a combined capital and surplus of at least $50,000,000. If a successor Trustee shall not have been appointed in 45 days, the resigning Trustee may petition a court of competent jurisdiction to appoint a successor trustee, and the expenses of such proceeding shall be borne by the Grantor. Every successor trustee shall execute and deliver to its predecessor and to the Grantor and the General Partner an instrument in writing accepting its appointment hereunder, and thereupon the resigning or removed Trustee shall be fully released and discharged of the trusts and duties of the Trustee hereunder and such successor trustee, without any further act or deed, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor and for all purposes shall be the Trustee under this Trust Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Grantor, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rights, title and interest in the Company Preferred Securities and any moneys or property held hereunder to such successor and shall deliver to such successor a list of the Holders of all outstanding Trust Preferred SecuritiesReceipts. Any successor Trustee depositary shall promptly mail notice of its appointment to the Holders of the Trust Preferred SecuritiesReceipts. Any Person into or with which the Trustee may be merged, consolidated or converted, or any Person succeeding to the corporate trust business of the Trustee, shall be the successor of such Trustee without the execution or filing of any document or any further act, provided such Person shall be eligible under the provisions of the immediately preceding paragraph.

Resignation and Removal of the Trustee; Appointment of Successor Trustee. The Trustee may resign as Trustee at any time by giving notice of its resignation to the Grantor. The Trustee may be removed by the Grantor at any time by notice of such removal delivered to the Trustee. Any resignation or removal of the Trustee shall take effect upon the appointment of a qualified successor trustee and the successor's acceptance of such appointment as hereinafter provided. If the Trustee shall resign or be removed, the Grantor shall, within 45 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor trustee, which shall be a bank or trust company, or an affiliate of a bank or trust company, having its principal office in the State of Delaware and having a combined capital and surplus of at least $50,000,000. If a successor Trustee shall not have been appointed in 45 days, the resigning Trustee may petition a court of competent jurisdiction to appoint a successor trustee, and the expenses of such proceeding shall be borne by the Grantor. Every successor trustee shall execute and deliver to its predecessor and to the Grantor an instrument in writing accepting its appointment hereunder, and thereupon the resigning or removed Trustee shall be fully released and discharged of the trusts and duties of the Trustee hereunder and such successor trustee, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Trustee under this Trust Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Grantor, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rights, title and interest in the Company Preferred Securities and any moneys or property held hereunder to such successor and shall deliver or cause the Registrar to deliver to such successor a list of the Holders of all outstanding Trust Preferred Securities. Any successor Trustee shall promptly mail notice of its appointment to the Holders of the Trust Preferred Securities. Any Person into or with which the Trustee may be merged, consolidated or converted, or any Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of such Trustee without the execution or filing of any document or any further act, provided such Person shall be eligible under the provisions of the immediately preceding paragraph. In connection with any such succession, the Trustee shall file an amendment to the Certificate of Trust as required by the Statutory Trust Act.