Agenda - 03-02-2006-8bTA - Laserfiche WebLink

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otherwise deal with the Company or with the County or its affiliates with the same rights it would have if it were not Trustee. Section 9.03. Disclaimer. The Trustee makes na representation as to the validity or adequacy of this Trust Agreement or the Certificates, and the Trustee will not be accountable for the County's use of the proceeds from the Certificates. Section 9.04. Eligibility. The Company will maintain a Trustee far this Trust Agreement that is a corporation organized and doing business under the laws of the United States or any state or the District of Columbia, is authorized under such laws and the laws of the State to exercise corporate trust powers, is subject to supervision or examination by the United States, any state or the District of Columbia and has a combined capital and surplus of at least $100,000,000 as set forth in its most recent published annual report of condition. Section 9.05. Resignation; Removal; Replacement. The Trustee may resign by notifying the County and the Insurer. The Majority owners, with the Insurer's consent, may remove the Trustee by notifying the County and the removed Trustee and may appoint a successor Trustee. The County, ujith the Insurer's consent, may remove the Trustee by notifying the removed Trustee. The Insurer may remove the Trustee at any time, by notifying the County and the remo~Ted Trustee, for any breach of the trust established in tlus Agreement. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the County, will promptly appoint a successor Trustee (except ujhen that right is exercised by the Majority OuTners as described in the preceding paragraph). No corporation will be eligible for appointment as successor Trustee unless such corporation {a) meets the requirements of Section 9.04 and {b) either has previously been approved by the LGC for service as a corporate trustee or obtains such appro~-~a1 from the LGC. A successor Trustee ujill deliver a written acceptance of its appointment to the retiring Tnistee and to the Count}~~. Immediately thereafter, the retiring Trustee will transfer all property held by it as Trustee to the successor Trustee; the resignation or removal of the retiring Trustee will then {but only then) become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Trust Agreement. If the Trustee fails to comply with Section 9.04, the County or any Owner may petition any court of competent j urisdiction for the removal of the Trustee and the appointment of a successor Trustee. J3862v2 ~9