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Section 9.05. Eligibility. The County must maintain a trustee for this <br /> Agreement. No corporation may be appointed or serve as Trustee unless (a) it is <br /> approved by the LGC for service as Trustee under this Agreement, (b) it is a <br /> corporation organized and doing business under the laws of the United States or any <br /> state or the District of Columbia, is authorized under such laws and the laws of the <br /> State to exercise corporate trust powers, and is subject to supervision or <br /> examination by the United States, any state or the District of Columbia, and (c) it has <br /> a combined capital and surplus of at least $100,000,000 as set forth in its most <br /> recent published annual report of condition. <br /> Section 9.06. Resignation; Removal; Replacement. The Trustee may <br /> resign at any time by delivering notice of its resignation to the County at least 30 <br /> days prior to the effective date of the resignation. The County may remove the <br /> Trustee at any time by delivering notice of the removal to the removed Trustee at <br /> least 30 days prior to the effective date of the removal, but the County may remove <br /> the Trustee only if no Event of Default is continuing at the time the County sends the <br /> notice. The Majority Owners may remove the Trustee at any time by delivering <br /> notice of the removal to the County and the removed Trustee at least 30 days prior <br /> to the effective date of the removal and may at the same time (or at any time during <br /> the 30-day notice period) appoint a new Trustee by notice to the County and the <br /> removed Trustee. <br /> If the Trustee resigns or is removed or if a vacancy otherwise exists in the <br /> office of Trustee for any reason, the County must promptly appoint a successor <br /> Trustee (except when that right is exercised by the Majority Owners as described in <br /> the preceding paragraph). <br /> A successor Trustee must deliver a written acceptance of its appointment to <br /> the retiring Trustee and to the County. Immediately upon receipt of the acceptance, <br /> the retiring Trustee must transfer all property held by it as trustee to the successor <br /> Trustee; only then will the resignation or removal of the retiring Trustee become <br /> effective. The successor Trustee has all the rights, powers and duties of the Trustee <br /> under this Agreement. <br /> If the Trustee fails to meet the requirements of Section 9.05, any Owner may <br /> petition any court for the removal of the Trustee and the appointment of a successor <br /> Trustee. <br /> 38 <br />