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

Resignation or Removal of the Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer and each Rating Agency. Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, copies of which shall be delivered to the resigning Trustee, the successor trustee and the Servicer. If no successor trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 and shall fail to resign after written request therefor by the Servicer, or if at any time the Trustee shall be legally unable to act, 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 perform its obligations under this Agreement, then the Servicer, the Depositor or the Seller shall remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. If at any time the Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this Agreement, which failure (i) materially and adversely affects the Certificateholders and (ii) continues unremedied for a period of 10 days after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given to the Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to Trustee so removed and one copy to the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 9.08. The provisions of Section 9.05 shall survive any such resignation or removal.

Resignation or Removal of the Trustee. The (a) Subject to the last sentence of this Section 8.07(a), the Trustee may at any time resign and be discharged from the trusts hereby created its obligations and duties hereunder by giving written notice thereof to the Servicer Depositor and each Rating Agencyto all Certificateholders. Upon receiving such notice of resignation, the Servicer Depositor shall as promptly as possible (and in any event within 45 calendar days after the date of such notice of resignation) appoint a successor trustee satisfying the criteria set forth in Section 9.06 Trustee by written instrument, copies of in duplicate, which instrument shall be delivered to the resigning Trustee, Trustee and to the successor trustee and Trustee. A copy of such instrument shall be delivered to the ServicerCertificateholders by the Depositor. If no such successor trustee Trustee shall have been so appointed and having have accepted appointment within 30 45 calendar days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee for the Certificates. If at Upon any time appointment of a successor Trustee pursuant to this Section 8.07(a), the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 and shall fail to resign after written request therefor by the Servicer, or if at any time the resigning Trustee shall be legally unable to act, 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 solely liable for the purpose of rehabilitation, conservation or liquidation, or the Trustee shall fail to perform its obligations under this Agreement, then the Servicer, the Depositor or the Seller shall remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. If at any time the Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this Agreement, which failure (i) materially the payment of such successor Trustee's fees and adversely affects the Certificateholders expenses and (ii) continues unremedied for a period provision of 10 days after adequate indemnities satisfactory to such successor Trustee (it being understood that the date on which written notice indemnification obligations of the Depositor pursuant to Section 8.05(b) shall inure to the benefit of such failure successor Trustee, but that any Extraordinary Trust Expense previously indemnified by the Depositor shall reduce the Maximum Reimbursable Amount with respect to such successor Trustee on a dollar-for-dollar basis). In the event that the Trustee fails to satisfy the conditions contained in clauses (which notice shall refer specifically i) and (ii) above, the Trustee may not resign pursuant to this SectionSection 8.07(a), requiring the same to be remedied, shall have been given to the Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to Trustee so removed and one copy to the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 9.08. The provisions of Section 9.05 shall survive any such resignation or removal.

Resignation or Removal of the Trustee. The Trustee may at any time resign and be discharged from its duties under the trusts hereby Trust Agreement and the Trust created by the Trust Agreement by giving written notice thereof to the Servicer Trust Beneficial Owner and each Rating Agencythe Indenture Trustee at least 60 days before the date specified in such instrument. Upon receiving such notice of resignation, the Servicer Trust Beneficial Owner shall promptly appoint a successor trustee satisfying Trustee meeting the criteria qualifications set forth in Section 9.06 8.01 by written instrument, copies in duplicate, one copy of which instrument shall be delivered to each of the resigning Trustee, the successor trustee Trustee, any remaining Trustees, the Indenture Trustee and the ServicerPrincipal Life. If no successor trustee Trustee shall have been so appointed and having have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 8.01 and shall fail to resign after written request therefor by the ServicerTrust Beneficial Owner and the Indenture Trustee, or if at any time the Trustee shall be legally unable to act, act 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 perform its obligations under this Agreement, then the Servicer, Trust Beneficial Owner and the Depositor or Indenture Trustee may remove such Trustee. If the Seller Trust Beneficial Owner and the Indenture Trustee shall remove the Trustee and under the authority of the immediately preceding sentence, the Trust Beneficial Owner shall promptly appoint a successor trustee satisfying Trustee meeting the criteria set forth in qualification requirements of Section 9.06 8.01 by (i) the execution of a written instrument, in duplicate, one copy of which instrument shall be delivered to each of the outgoing Trustee so removed and one copy to removed, the successor trustee. If at any time Trustee, the Indenture Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this Agreement, which failure (i) materially and adversely affects the Certificateholders Principal Life and (ii) continues unremedied for a period the payment of 10 days after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given all fees and expenses owed to the outgoing Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to Trustee so removed and one copy to the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 8.02 shall not become effective until all fees and expenses, including any indemnity payments, due to the outgoing Trustee have been paid and until acceptance of appointment by the successor trustee as provided in Trustee pursuant to Section 9.08. The provisions of Section 9.05 shall survive any such resignation or removal8.03.

Resignation or Removal of the Trustee. The (a) Subject to the last sentence of this paragraph (a), the Trustee may at any time resign and be discharged from the trusts hereby created Trust by giving written notice thereof to the Servicer Depositor, the Swap Counterparty and each Rating Agencythe Swap Guarantor and to all Holders. Upon receiving such notice of or resignation, the Servicer Depositor, with the consent of the Swap Counterparty and the Swap Guarantor which consents shall not be unreasonably withheld, shall as promptly as possible (and in any event within 30 days after the date of such notice of resignation) appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, copies of in duplicate, which instrument shall be delivered to the resigning TrusteeTrustee and to the successor trustee. A copy of such instrument shall be delivered to the Holders, the successor trustee Swap Counterparty, the Swap Guarantor and the ServicerRating Agencies by the Depositor. If no such successor trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 and shall fail to resign after written request therefor by the Servicer, or if at any time the Trustee shall be legally unable to act, 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 trustee for the purpose of rehabilitation, conservation or liquidation, or the Trustee shall fail to perform its obligations under this Agreement, then the Servicer, the Depositor or the Seller shall remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteeCertificates. If at Upon any time the Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this Agreement, which failure (i) materially and adversely affects the Certificateholders and (ii) continues unremedied for a period of 10 days after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given to the Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to Trustee so removed and one copy to the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any this paragraph (a), the resigning Trustee shall be solely liable for (i) the payment of such successor trustee's fees and expenses and (ii) provision of adequate indemnities satisfactory to such successor trustee (it being understood that the indemnification obligations of the provisions Depositor pursuant to Section 10.05(b) shall inure to the benefit of this Section shall not become effective until acceptance of appointment such successor trustee, but that any Extraordinary Trust Expense previously indemnified by the Depositor shall reduce the Maximum Reimbursable Amount with respect to such successor trustee as provided on a dollar-for-dollar basis). In the event that the Trustee fails to satisfy the conditions contained in Section 9.08. The provisions of Section 9.05 shall survive any such resignation or removalclauses (i) and (ii) above, the Trustee may not resign pursuant to this paragraph (a).

Resignation or Removal of the Trustee. 8.1 The Trustee may be removed by PPL to the extent provided in Article X at any time resign and be discharged from the trusts hereby created by giving written upon sixty days notice thereof to the Servicer and each Rating Agencyin writing. Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, copies of which shall be delivered to the resigning Trustee, the successor trustee and the Servicer. If no successor trustee The Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If right to resign at any time the Trustee shall cease by giving sixty days notice in writing to be eligible in accordance with the provisions of Section 9.06 and shall fail to resign after written request therefor by the ServicerPPL, or if at any time the Trustee shall be legally unable to act, 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 perform its obligations under this Agreement, then the Servicer, the Depositor or the Seller shall remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. If at any time the Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this Agreement, which failure (i) materially and adversely affects the Certificateholders and (ii) continues unremedied for a period of 10 days after the date on which written notice of provided that such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given to the Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to Trustee so removed and one copy to the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall not become effective until a successor trustee has accepted its appointment. Upon such removal or notice of resignation of the Trustee, provided the Trust is not revoked, PPL shall appoint and designate a successor Trustee, which shall be a corporate trustee qualified to conduct trust business in Pennsylvania, which is independent of and not subject to control by PPL. Such successor trustee shall qualify as such by delivering a written acceptance of appointment the trust to PPL and the retiring Trustee, and thereupon all the provisions hereof shall relate and be applicable to such successor Trustee. Until the effective date of the assumption by the successor Trustee of its duties under this Trust Agreement, the retiring Trustee shall continue to function and be bound hereunder as trustee hereof. Upon receipt of such written acceptance the retiring Trustee shall forthwith file with PPL a written account of its acts in the same form as its annual account above provided for in Article VII from the date of its last annual account to the date of the acceptance of the Trust by the successor trustee and settlement of such account shall be accomplished as in Article VII. Upon the filing of such account, the retiring Trustee shall transfer and deliver the Trust Fund to the successor Trustee but shall be entitled to reserve therefrom and hold such assets as it may reasonably deem necessary to provide for any and all expenses and payments properly chargeable against the Trust Fund or for which the Trust Fund may be liable or to which the retiring Trustee may be entitled by way of fees and expenses in the settlement of its account. If the assets so withheld are insufficient or excessive for such purposes, the retiring Trustee shall be entitled to reimbursement for any deficiency out of the Trust Fund from the successor Trustee, or shall deliver the excess to the successor Trustee, as the case may be. To the extent permitted by law, upon the transfer of the Trust Fund as above provided and the settlement of its account, the retiring Trustee's previous annual accounts having been settled as provided in Section 9.08. The provisions Article VII, the retiring Trustee shall thereupon be discharged from any further duty, obligation or responsibility with respect to the operation of Section 9.05 shall survive the Trust Fund or any such resignation matter connected therewith prior to the delivery of said written acceptance except matters which relate to manifest error, gross negligence, willful misconduct or removalfraud.

Resignation or Removal of the Trustee. 8.1 The Trustee may be removed by the Accounting Party to the extent provided in Article X at any time resign and be discharged from the trusts hereby created by giving written upon sixty days notice thereof to the Servicer and each Rating Agencyin writing. Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, copies of which shall be delivered to the resigning Trustee, the successor trustee and the Servicer. If no successor trustee The Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If right to resign at any time the Trustee shall cease to be eligible by giving sixty days notice in accordance with the provisions of Section 9.06 and shall fail to resign after written request therefor by the Servicer, or if at any time the Trustee shall be legally unable to act, 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 perform its obligations under this Agreement, then the Servicer, the Depositor or the Seller shall remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered writing to the Trustee so removed and one copy to the successor trustee. If at any time the Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this AgreementAccounting Party, which failure (i) materially and adversely affects the Certificateholders and (ii) continues unremedied for a period of 10 days after the date on which written notice of provided that such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given to the Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to Trustee so removed and one copy to the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall not become effective until a successor trustee has accepted its appointment. Upon such removal or notice of resignation of the Trustee, the Accounting Party shall appoint and designate a successor Trustee, which shall be a corporate trustee qualified to conduct trust business in Pennsylvania, which is independent of and not subject to control by PPL. Such successor trustee shall qualify as such by delivering a written acceptance of appointment the trust to the Accounting Party and the retiring Trustee, and thereupon all the provisions hereof shall relate and be applicable to such successor Trustee. Until the effective date of the assumption by the successor Trustee of its duties under this Trust Agreement, the retiring Trustee shall continue to function and be bound hereunder as trustee hereof. Upon receipt of such written acceptance the retiring Trustee shall forthwith file with the Accounting Party a written account of its acts in the same form as its annual account above provided for in Article VII from the date of its last annual account to the date of the acceptance of the Trust by the successor trustee and settlement of such account shall be accomplished as in Article VII. Upon the filing of such account, the retiring Trustee shall transfer and deliver the Trust Fund to the successor Trustee but shall be entitled to reserve therefrom and hold such assets as it may reasonably deem necessary to provide for any and all expenses and payments properly chargeable against the Trust Fund or for which the Trust Fund may be liable or to which the retiring Trustee may be entitled by way of fees and expenses in the settlement of its account. If the assets so withheld are insufficient or excessive for such purposes, the retiring Trustee shall be entitled to reimbursement for any deficiency out of the Trust Fund from the successor Trustee, or shall deliver the excess to the successor Trustee, as the case may be. To the extent permitted by law, upon the transfer of the Trust Fund as above provided and the settlement of its account, the retiring Trustee's previous annual accounts having been settled as provided in Section 9.08. The provisions Article VII, the retiring Trustee shall thereupon be discharged from any further duty, obligation or responsibility with respect to the operation of Section 9.05 shall survive the Trust Fund or any such resignation matter connected therewith prior to the delivery of said written acceptance except matters which relate to manifest error, gross negligence, willful misconduct or removalfraud.

Resignation or Removal of the Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer and each Rating Agency. Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, copies of which shall be delivered to the resigning Trustee, the successor trustee and the Servicer. If no successor trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 and shall fail to resign after written request therefor by the Servicer, or if at any time the Trustee shall be legally unable to act, 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 perform its obligations under this Agreement, then the Servicer, the Depositor Servicer or the Seller shall remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. If at any time the Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this Agreement, which failure (i) materially and adversely affects the Certificateholders and (ii) continues unremedied for a period of 10 days after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given to the Trustee, the Seller, the Depositor Seller and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor Servicer or the Seller may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to Trustee so removed and one copy to the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 9.08. The provisions of Section 9.05 shall survive any such resignation or removal.

Resignation or Removal of the Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor trustee satisfying the criteria set forth in Section 9.06 (approved by the Certificate Insurer, which approval shall not be unreasonably withheld) by written instrument, copies in triplicate, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee and one copy to the ServicerServicer or the Certificate Insurer, as applicable. If no successor trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 and shall fail to resign after written request therefor by the ServicerServicer or the Certificate Insurer, or if at any time the Trustee shall be legally unable to act, 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 perform its obligations under this Agreement, then the Servicer, the Depositor or the Seller Servicer shall remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 (approved by the Certificate Insurer, which approval shall not be unreasonably withheld) by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Trustee so removed removed, one copy to the successor trustee and one copy to the successor trustee. If at any time the Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this Agreement, which failure (i) materially and adversely affects the Certificateholders and (ii) continues unremedied for a period of 10 days after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given to the Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to Trustee so removed and one copy to the successor trusteeCertificate Insurer. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 9.08. The provisions of Section 9.05 shall survive any such resignation or removal.

Resignation or Removal of the Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor trustee satisfying the criteria set forth in Section 9.06 (approved by the Certificate Insurer, which approval shall not be unreasonably withheld) by written instrument, copies of which shall be delivered to the resigning Trustee, the successor trustee trustee, the Servicer and the ServicerCertificate Insurer. If no successor trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 and shall fail to resign after written request therefor by the ServicerServicer or the Certificate Insurer, or if at any time the Trustee shall be legally unable to act, 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 perform its obligations under this Agreement, then the Servicer, the Depositor Servicer or the Seller Certificate Insurer shall remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 (approved by the Certificate Insurer, which approval shall not be unreasonably withheld) by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Trustee so removed removed, one copy to the successor trustee and one copy to the successor trusteeCertificate Insurer. If at any time the Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this Agreement, which failure (i) materially and adversely affects the Certificateholders or the Certificate Insurer and (ii) continues unremedied for a period of 10 days after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given to the Trustee and the Servicer by the Certificate Insurer, or to the Trustee, the Seller, the Depositor Certificate Insurer and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor Servicer or the Seller Certificate Insurer may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 (approved by the Certificate Insurer, which approval shall not be unreasonably withheld) by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to Trustee so removed removed, one copy to the successor trustee and one copy to the successor trusteeCertificate Insurer. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 9.08. The provisions of Section 9.05 shall survive any such resignation or removal.

Resignation or Removal of the Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer and each Rating Agency. Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor trustee satisfying the criteria set forth in Section 9.06 (approved by the Financial Guaranty Insurer, which approval shall not be unreasonably withheld) by written instrument, instrument original copies of which instrument shall be delivered to the Financial Guaranty Insurer, the resigning Trustee, the successor trustee and the Servicer. If no successor trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 and shall fail to resign after written request therefor by the ServicerServicer or Financial Guaranty Insurer, or if at any time the Trustee shall be legally unable to act, 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 perform its obligations under this Agreement, then the Servicer, the Depositor or the Seller Servicer shall remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 (approved by the Financial Guaranty Insurer, which approval shall not be unreasonably withheld) by written instrument, in duplicate, one copy original copies of which instrument shall be delivered to the Financial Guaranty Insurer, the Trustee so removed and one copy to the successor trustee. If at any time the Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this Agreement, which failure (i) materially and adversely affects the Certificateholders and (ii) continues unremedied for a period of 10 days after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given to the Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to Trustee so removed and one copy to the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 9.08. The provisions of Section 9.05 shall survive any such resignation or removal.

Resignation or Removal of the Trustee. The (a) Subject to the last sentence of this paragraph (a), the Trustee may at any time resign and be discharged from the trusts hereby created Trust by giving written notice thereof to the Servicer Depositor, the Swap Counterparty and each Rating Agencythe Guarantor and to all Unitholders. Upon receiving such notice of or resignation, the Servicer Depositor, with the consent of the Swap Counterparty and the Guarantor which consents shall not be unreasonably withheld, shall as promptly as possible (and in any event within 30 days after the date of such notice of resignation) appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, copies of in duplicate, which instrument shall be delivered to the resigning TrusteeTrustee and to the successor trustee. A copy of such instrument shall be delivered to the Unitholders, the successor trustee Swap Counterparty, the Guarantor and the ServicerRating Agencies by the Depositor. If no such successor trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 and shall fail to resign after written request therefor by the Servicer, or if at any time the Trustee shall be legally unable to act, 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 trustee for the purpose of rehabilitation, conservation or liquidation, or the Trustee shall fail to perform its obligations under this Agreement, then the Servicer, the Depositor or the Seller shall remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteeUnits. If at Upon any time the Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this Agreement, which failure (i) materially and adversely affects the Certificateholders and (ii) continues unremedied for a period of 10 days after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given to the Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to Trustee so removed and one copy to the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any this paragraph (a), the resigning Trustee shall be solely liable for (i) the payment of such successor trustee' fees and expenses and (ii) provision of adequate indemnities satisfactory to such successor trustee (it being understood that the indemnification obligations of the provisions Depositor pursuant to Section 10.05(b) shall inure to the benefit of this Section shall not become effective until acceptance of appointment such successor trustee, but that any Extraordinary Trust Expense previously indemnified by the Depositor shall reduce the Maximum Reimbursable Amount with respect to such successor trustee as provided on a dollar-for-dollar basis). In the event that the Trustee fails to satisfy the conditions contained in Section 9.08. The provisions of Section 9.05 shall survive any such resignation or removalclauses (i) and (ii) above, the Trustee may not resign pursuant to this paragraph (a).

Resignation or Removal of the Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer and each Rating Agency. Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, copies in triplicate, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee and one copy to the Servicer. If no successor trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 and shall fail to resign after written request therefor by the Servicer, or if at any time the Trustee shall be legally unable to act, 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 perform its obligations under this Agreement, then the Servicer, the Depositor or the Seller Servicer shall remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. If at any time the Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this Agreement, which failure (i) materially and adversely affects the Certificateholders and (ii) continues unremedied for a period of 10 days after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given to the Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to Trustee so removed and one copy to the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 9.08. The provisions of Section 9.05 shall survive any such resignation or removal.

Resignation or Removal of the Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor trustee satisfying the criteria set forth in Section 9.06 (approved by the Certificate Insurer, which approval shall not be unreasonably withheld) by written instrument, copies of which shall be delivered to the resigning Trustee, the successor trustee trustee, the Servicer and the ServicerCertificate Insurer. If no successor trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 and shall fail to resign after written request therefor by the ServicerServicer or the Certificate Insurer, or if at any time the Trustee shall be legally unable to act, 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 perform its obligations under this Agreement, then the Servicer, the Depositor Servicer or the Seller Certificate Insurer shall remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 (approved by the Certificate Insurer, which approval shall not be unreasonably withheld) by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Trustee so removed removed, one copy to the successor trustee and one copy to the successor trustee. If at any time the Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this Agreement, which failure (i) materially and adversely affects the Certificateholders and (ii) continues unremedied for a period of 10 days after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given to the Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to Trustee so removed and one copy to the successor trusteeCertificate Insurer. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 9.08. The provisions of Section 9.05 shall survive any such resignation or removal.

Resignation or Removal of the Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor trustee satisfying the criteria set forth in Section 9.06 (approved by the Certificate Insurer, which approval shall not be unreasonably withheld) by written instrument, copies of which shall be delivered to the resigning Trustee, the successor trustee trustee, the Servicer and the ServicerCertificate Insurer. If no successor trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 and shall fail to resign after written request therefor by the ServicerServicer or the Certificate Insurer, or if at any time the Trustee shall be legally unable to act, 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 perform its obligations under this Agreement, then the Servicer, the Depositor Seller or the Seller Certificate Insurer shall remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 (approved by the Certificate Insurer, which approval shall not be unreasonably withheld) by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Trustee so removed removed, one copy to the successor trustee and one copy to the successor trusteeCertificate Insurer. If at any time the Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this Agreement, which failure (i) materially and adversely affects the Certificateholders or the Certificate Insurer and (ii) continues unremedied for a period of 10 days after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given to the Trustee, the SellerSeller and the Servicer by the Certificate Insurer, or to the Trustee, the Depositor Certificate Insurer, the Seller and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor Seller or the Seller Certificate Insurer may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 (approved by the Certificate Insurer, which approval shall not be unreasonably withheld) by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to Trustee so removed removed, one copy to the successor trustee and one copy to the successor trusteeCertificate Insurer. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 9.08. The provisions of Section 9.05 shall survive any such resignation or removal.

Resignation or Removal of the Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer and each Rating Agency. Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, copies of which shall be delivered to the resigning Trustee, the successor trustee and the Servicer. If no successor trustee shall have been so appointed and having accepted -91- appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 and shall fail to resign after written request therefor by the Servicer, or if at any time the Trustee shall be legally unable to act, 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 perform its obligations under this Agreement, then the Servicer, the Depositor or the Seller shall remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. If at any time the Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this Agreement, which failure (i) materially and adversely affects the Certificateholders and (ii) continues unremedied for a period of 10 days after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given to the Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to Trustee so removed and one copy to the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 9.08. The provisions of Section 9.05 shall survive any such resignation or removal.

Resignation or Removal of the Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer and each Rating AgencyAdministrator. Upon receiving such notice of resignation, the Servicer Administrator, on behalf of the Trust, shall promptly appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, copies in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, Trustee and one copy to the successor trustee and the Servicertrustee. If no successor trustee Trustee shall have been so appointed and having have accepted appointment within 30 60 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 9.1 and shall fail to resign after written request therefor by the ServicerAdministrator, or if at any time the Trustee shall be legally unable to act, 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 perform its obligations under this Agreement, then the ServicerAdministrator, on behalf of the Depositor or Trust, may remove the Seller Trustee. If the Administrator, on behalf of the Trust, shall remove the Trustee and under the authority of the preceding sentence, the Administrator, on behalf of the Trust, shall promptly appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor trustee. If at any time the Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this Agreement, which failure (i) materially and adversely affects the Certificateholders and (ii) continues unremedied for a period of 10 days after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given pay all fees owed to the outgoing Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to Trustee so removed and one copy to the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in pursuant to Section 9.08. The provisions 9.3 and payment of Section 9.05 shall survive any such resignation or removalall fees and expenses owed to the outgoing trustee.

Resignation or Removal of the Trustee. The (a) Subject to the last sentence of this paragraph (a), the Trustee may at any time resign and be discharged from the trusts hereby created Trust by giving written notice thereof to the Servicer Depositor, the Swap Counterparty and each Rating Agencythe Guarantor and to all Unitholders. Upon receiving such notice of or resignation, the Servicer Depositor, with the consent of the Swap Counterparty and the Guarantor which consents shall not be unreasonably withheld, shall as promptly as possible (and in any event within 30 days after the date of such notice of resignation) appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, copies of in duplicate, which instrument shall be delivered to the resigning TrusteeTrustee and to the successor trustee. A copy of such instrument shall be delivered to the Unitholders, the successor trustee Swap Counterparty, the Guarantor and the ServicerRating Agencies by the Depositor. If no such successor trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 and shall fail to resign after written request therefor by the Servicer, or if at any time the Trustee shall be legally unable to act, 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 trustee for the purpose of rehabilitation, conservation or liquidation, or the Trustee shall fail to perform its obligations under this Agreement, then the Servicer, the Depositor or the Seller shall remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteeUnits. If at Upon any time the Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this Agreement, which failure (i) materially and adversely affects the Certificateholders and (ii) continues unremedied for a period of 10 days after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given to the Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to Trustee so removed and one copy to the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any this paragraph (a), the resigning Trustee shall be solely liable for (i) the payment of such successor trustee's fees and expenses and (ii) provision of adequate indemnities satisfactory to such successor trustee (it being understood that the indemnification obligations of the provisions Depositor pursuant to Section 10.05(b) shall inure to the benefit of this Section shall not become effective until acceptance of appointment such successor trustee, but that any Extraordinary Trust Expense previously indemnified by the Depositor shall reduce the Maximum Reimbursable Amount with respect to such successor trustee as provided on a dollar-for-dollar basis). In the event that the Trustee fails to satisfy the conditions contained in Section 9.08. The provisions of Section 9.05 shall survive any such resignation or removalclauses (i) and (ii) above, the Trustee may not resign pursuant to this paragraph (a).

Resignation or Removal of the Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer and each Rating Agency. Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor trustee satisfying the criteria set forth in Section 9.06 (approved by the Financial Guaranty Insurer, which approval shall not be unreasonably withheld) by written instrument, instrument original copies of which instrument shall be delivered to the Financial Guaranty Insurer, the resigning Trustee, the successor trustee and the Servicer. If no successor trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 and shall fail to resign after written request therefor by the ServicerServicer or Financial Guaranty Insurer, or if at any time the Trustee shall be legally unable to act, 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 perform its obligations 107 under this Agreement, then the Servicer, the Depositor or the Seller Servicer shall remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 (approved by the Financial Guaranty Insurer, which approval shall not be unreasonably withheld) by written instrument, in duplicate, one copy original copies of which instrument shall be delivered to the Financial Guaranty Insurer, the Trustee so removed and one copy to the successor trustee. If at any time the Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this Agreement, which failure (i) materially and adversely affects the Certificateholders and (ii) continues unremedied for a period of 10 days after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given to the Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to Trustee so removed and one copy to the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 9.08. The provisions of Section 9.05 shall survive any such resignation or removal.

Resignation or Removal of the Trustee. The Trustee may at any time resign and be discharged from its duties hereunder and the trusts Trust hereby created by giving written notice thereof to the Servicer Trust Beneficial Owner and each Rating AgencyIndenture Trustee at least 90 days before the date specified in such instrument. Upon receiving such notice of resignation, the Servicer Trust Beneficial Owner shall promptly appoint a successor trustee satisfying Trustee meeting the criteria qualifications set forth in Section 9.06 8.01 by written instrument, copies in duplicate, one copy of which instrument shall be delivered to each of the resigning Trustee, the successor trustee Trustee, any remaining Trustees, the Administrator, the Indenture Trustee and the ServicerProtective Life. If no successor trustee Trustee shall have been so appointed and having have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 8.01 and shall fail to resign after written request therefor by the ServicerTrust Beneficial Owner and Indenture Trustee, or if at any time the Trustee shall be legally unable to act, act 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 perform its obligations under this Agreement, then the Servicer, Trust Beneficial Owner and Indenture Trustee may remove such Trustee. If the Depositor or the Seller Trust Beneficial Owner and Indenture Trustee shall remove the Trustee and under the authority of the immediately preceding sentence, the Trust Beneficial Owner shall promptly appoint a successor trustee satisfying Trustee meeting the criteria set forth in qualification requirements of Section 9.06 8.01 by (i) the execution of a written instrument, in duplicate, one copy of which instrument shall be delivered to each of the outgoing Trustee so removed and one copy to removed, the successor trustee. If at any time Trustee, the Administrator, the Indenture Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this Agreement, which failure (i) materially and adversely affects the Certificateholders Protective Life and (ii) continues unremedied for a period the payment of 10 days after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given all fees and expenses owed to the outgoing Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to Trustee so removed and one copy to the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee Trustee pursuant to any of the provisions of this Section 8.02 shall not become effective until all fees and expenses, including any indemnity payments, due to the outgoing Trustee have been paid and until acceptance of appointment by the successor trustee as provided in Trustee pursuant to Section 9.08. The provisions of Section 9.05 shall survive any such resignation or removal8.03.

Resignation or Removal of the Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving upon delivery of a written notice thereof to the Servicer Beneficiary and each Rating Agencythe Grantor effective not less than ninety (90) calendar days after receipt by the Beneficiary and the Grantor of such notice. Upon receiving such The Trustee may be removed by the Grantor’s delivery to the Trustee and the Beneficiary of a written notice of resignationremoval, effective not less than ninety (90) calendar days after receipt by the Trustee and the Beneficiary of such notice. No such resignation or removal shall become effective until a successor trustee has been appointed and approved by the Beneficiary and the Grantor and all Assets in the Supplemental Trust Account have been duly transferred to the successor trustee in accordance with paragraph (b) of this Section 8. (b) Upon receipt by the proper Parties of the Trustee’s notice of resignation or the Grantor’s notice of removal, as applicable, the Servicer Grantor and the Beneficiary shall promptly appoint a successor trustee. Any successor trustee satisfying the criteria set forth shall be a bank or trust company specified in Section 9.06 6(a) of this Supplemental Trust Agreement. Upon the acceptance of the appointment as trustee hereunder by written instrument, copies of which shall be delivered to the resigning Trustee, the a successor trustee and the Servicer. If no transfer to such successor trustee shall have been so appointed and having accepted appointment within 30 days after of all Assets in the giving of such notice of resignationSupplemental Trust Account, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 and shall fail to resign after written request therefor by the Servicer, or if at any time the Trustee shall be legally unable to act, 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 perform its obligations under this Agreement, then the Servicer, the Depositor or the Seller shall remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. If at any time the Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this Agreement, which failure (i) materially and adversely affects the Certificateholders and (ii) continues unremedied for a period of 10 days after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given to the Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to Trustee so removed and one copy to the successor trustee. Any resignation or removal of the Trustee and appointment of a trustee shall become effective. Thereupon, such successor trustee pursuant shall succeed to any and become vested with all the rights, powers, privileges and duties of the provisions of resigning or removed trustee, and the resigning or removed trustee shall be discharged from any future duties and obligations under this Section Supplemental Trust Agreement, but the resigning or removed trustee shall not become effective until acceptance of appointment by the successor trustee as provided in Section 9.08. The provisions of Section 9.05 shall survive any continue after such resignation or removalremoval to be entitled to the benefits of the indemnities provided herein for the Trustee. SECTION 9.

Resignation or Removal of the Trustee. The (a) Subject to the last sentence of this paragraph (a) , the Trustee may at any time resign and be discharged from the trusts hereby created Trust by giving written notice thereof to the Servicer Depositor, the Swap Counterparty and each Rating Agencythe Guarantor and to all Unitholders. Upon receiving such notice of or resignation, the Servicer Depositor, with the consent of the Swap Counterparty and the Guarantor which consents shall not be unreasonably withheld, shall as promptly as possible (and in any event within 30 days after the date of such notice of resignation) appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, copies of in duplicate, which instrument shall be delivered to the resigning TrusteeTrustee and to the successor trustee. A copy of such instrument shall be delivered to the Unitholders, the successor trustee Swap Counterparty, the Guarantor and the ServicerRating Agencies by the Depositor. If no such successor trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 and shall fail to resign after written request therefor by the Servicer, or if at any time the Trustee shall be legally unable to act, 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 trustee for the purpose of rehabilitation, conservation or liquidation, or the Trustee shall fail to perform its obligations under this Agreement, then the Servicer, the Depositor or the Seller shall remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteeUnits. If at Upon any time the Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this Agreement, which failure (i) materially and adversely affects the Certificateholders and (ii) continues unremedied for a period of 10 days after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given to the Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to Trustee so removed and one copy to the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any this paragraph (a) , the resigning Trustee shall be solely liable for (i) the payment of such successor trustee' fees and expenses and (ii) provision of adequate indemnities satisfactory to such successor trustee (it being understood that the indemnification obligations of the provisions Depositor pursuant to Section 10.05(b) shall inure to the benefit of this Section shall not become effective until acceptance of appointment such successor trustee, but that any Extraordinary Trust Expense previously indemnified by the Depositor shall reduce the Maximum Reimbursable Amount with respect to such successor trustee as provided on a dollar-for-dollar basis) . In the event that the Trustee fails to satisfy the conditions contained in Section 9.08. The provisions of Section 9.05 shall survive any such resignation or removalclauses (i) and (ii) above, the Trustee may not resign pursuant to this paragraph (a).

Resignation or Removal of the Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer and each Rating Agency. Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor trustee satisfying the criteria set forth in Section 9.06 (approved by the Financial Guaranty Insurer, which approval shall not be unreasonably withheld) by written instrument, instrument original copies of which instrument shall be delivered to the Financial Guaranty Insurer, the resigning Trustee, the successor trustee and the Servicer. If no successor trustee shall have been so appointed and having accepted appointment within 30 [30] days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 and shall fail to resign after written request therefor by the ServicerServicer or Financial Guaranty Insurer, or if at any time the Trustee shall be legally unable to act, 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 perform its obligations under this Agreement, then the Servicer, the Depositor or the Seller Servicer shall remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 (approved by the Financial Guaranty Insurer, which approval shall not be unreasonably withheld) by written instrument, in duplicate, one copy original copies of which instrument shall be delivered to the Financial Guaranty Insurer, the Trustee so removed and one copy to the successor trustee. If at any time the Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this Agreement, which failure (i) materially and adversely affects the Certificateholders and (ii) continues unremedied for a period of 10 days after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given to the Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to Trustee so removed and one copy to the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment 111 117 by the successor trustee as provided in Section 9.08. The provisions of Section 9.05 shall survive any such resignation or removal.

Resignation or Removal of the Trustee. The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving written notice thereof to each of the Servicer and each Rating AgencyBeneficiaries. Upon receiving such notice of resignation, the Servicer Beneficiaries shall promptly appoint a successor trustee satisfying Trustee meeting the criteria set forth in Section 9.06 by written instrument, copies of which shall be delivered to the resigning Trustee, the successor trustee and the Servicer. If no successor trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions eligibility requirements of Section 9.06 and shall fail to resign after written request therefor by the Servicer, or if at any time the Trustee shall be legally unable to act, 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 perform its obligations under this Agreement, then the Servicer, the Depositor or the Seller shall remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee so removed and one copy to the successor trusteeTrustee. If no successor Trustee has accepted appointment within 30 days after the giving of the Trustee’s notice of resignation, the resigning Trustee, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Trustee from any obligations otherwise imposed on it under this Agreement until such successor has in fact assumed such appointment. If at any time the Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to duly observe resign after written request therefor by the Beneficiaries, or perform in if at any material time an insolvency with respect any covenants or agreements of to the Trustee set forth in Section 9.01 of this Agreement, which failure (i) materially and adversely affects the Certificateholders and (ii) continues unremedied for a period of 10 days after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given occurred and be continuing, or if at any time the Beneficiaries agree that it is necessary, desirable or appropriate to remove the Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller Beneficiaries may remove the Trustee and by giving written notice thereof to the Trustee. If the Beneficiaries remove the Trustee under the authority of the immediately preceding sentence, the Beneficiaries shall promptly appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor trusteeTrustee and payment of all fees owed to the outgoing Trustee. Any resignation or removal of the Trustee and appointment of a successor trustee Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Trustee pursuant to Section 9.08. The provisions 10.03 and the payment of Section 9.05 shall survive any such resignation or removalall fees and expenses owed to the outgoing Trustee.

Resignation or Removal of the Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer and each Rating AgencyAdministrator. Upon receiving such notice of resignation, the Servicer Administrator, on behalf of the Trust, shall promptly appoint a successor trustee satisfying the criteria set forth in Section 9.06 Trustee by written instrument, copies in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, Trustee and one copy to the successor trustee and the ServicerTrustee. If no successor trustee Trustee shall have been so appointed and having have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 9.1 and shall fail to resign after written request therefor by the ServicerAdministrator, or if at any time the Trustee shall be legally unable to act, 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 perform its obligations under this Agreement, then the ServicerAdministrator, on behalf of the Depositor or Trust, may remove the Seller Trustee. If the Amended and Restated Trust Agreement Administrator, on behalf of the Trust, shall remove the Trustee and under the authority of the preceding sentence, the Administrator, on behalf of the Trust, shall promptly appoint a successor trustee satisfying the criteria set forth in Section 9.06 Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor trustee. If at any time the Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this AgreementTrustee, which failure (i) materially and adversely affects the Certificateholders and (ii) continues unremedied for a period of 10 days after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given pay all fees owed to the outgoing Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to Trustee so removed and one copy to the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Trustee pursuant to Section 9.089.3 and payment of all fees and expenses owed to the outgoing Trustee. The provisions Administrator shall provide notice of Section 9.05 shall survive any such resignation or removalremoval of the Trustee to each of the Rating Agencies.

Resignation or Removal of the Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer and each Rating AgencyAdministrator. Upon receiving such notice of resignation, the Servicer Administrator, on behalf of the Trust, shall promptly appoint a successor trustee satisfying the criteria set forth in Section 9.06 Trustee by written instrument, copies in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, Trustee and one copy to the successor trustee and the ServicerTrustee. If no successor trustee Trustee shall have been so appointed and having have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 9.1 and shall fail to resign after written request therefor by the ServicerAdministrator, or if at any time the Trustee shall be legally unable to act, 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 perform its obligations under this Agreement, then the ServicerAdministrator, on behalf of the Depositor or Trust, may remove the Seller Trustee. If the Administrator, on behalf of the Trust, shall remove the Trustee and under the authority of the preceding sentence, the Administrator, on behalf of the Trust, shall promptly appoint a successor trustee satisfying the criteria set forth in Section 9.06 Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor trustee. If at any time the Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this AgreementTrustee, which failure (i) materially and adversely affects the Certificateholders and (ii) continues unremedied for a period of 10 days after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given pay all fees owed to the outgoing Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to Trustee so removed and one copy to the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Trustee pursuant to Section 9.089.3 and payment of all fees and expenses owed to the outgoing Trustee. The provisions Administrator shall provide notice of Section 9.05 shall survive any such resignation or removalremoval of the Trustee to each of the Rating Agencies.

Resignation or Removal of the Trustee. The (a) Subject to the last sentence of this paragraph (a), the Trustee may at any time resign and be discharged from the trusts hereby created Trust by giving written notice thereof to the Servicer Depositor, the Swap Counterparty, the Swap Guarantor and each Rating Agencyall Certificateholders. Upon receiving such notice of resignation, the Servicer Depositor, with the consent of the Swap Counterparty and the Swap Guarantor (which consent shall not be unreasonably withheld), shall as promptly as possible (and in any event within 30 days after the date of such notice of resignation) appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, copies of in duplicate, which instrument shall be delivered to the resigning TrusteeTrustee and to the successor trustee. A copy of such instrument shall be delivered to the Certificateholders, the successor trustee Swap Counterparty and the ServicerSwap Guarantor by the Depositor. If no successor trustee shall have Trustee has been so appointed and having has accepted appointment within 30 days after the giving of such notice of resignation30-day period, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at Upon any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 and shall fail to resign after written request therefor by the Servicer, or if at any time the Trustee shall be legally unable to act, 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 perform its obligations under this Agreement, then the Servicer, the Depositor or the Seller shall remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. If at any time the Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this Agreement, which failure (i) materially and adversely affects the Certificateholders and (ii) continues unremedied for a period of 10 days after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given to the Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to Trustee so removed and one copy to the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any this paragraph (a), the resigning Trustee shall be solely liable for (i) the payment of such successor trustee's fees and expenses and (ii) provision of adequate indemnities satisfactory to such successor trustee (it being understood that the indemnification obligations of the provisions Depositor pursuant to Section 10.05(b) shall inure to the benefit of this Section shall not become effective until acceptance of appointment such successor trustee, but that any Extraordinary Trust Expense previously indemnified by the successor Depositor shall reduce the Maximum Reimbursable Amount with respect to such Successor trustee as provided on a Dollar-for-Dollar basis). In the event that the Trustee fails to satisfy the conditions contained in Section 9.08. The provisions of Section 9.05 shall survive any such resignation or removalclauses (i) and (ii) above, the Trustee may not resign pursuant to this paragraph (a).

Resignation or Removal of the Trustee. The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving written notice thereof to each of the Servicer and each Rating AgencyBeneficiaries. Upon receiving such notice of resignation, the Servicer Beneficiaries shall promptly appoint a successor trustee satisfying Trustee meeting the criteria set forth in Section 9.06 by written instrument, copies of which shall be delivered to the resigning Trustee, the successor trustee and the Servicer. If no successor trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions eligibility requirements of Section 9.06 and shall fail to resign after written request therefor by the Servicer, or if at any time the Trustee shall be legally unable to act, 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 perform its obligations under this Agreement, then the Servicer, the Depositor or the Seller shall remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee so removed and one copy to the successor trusteeTrustee. If no successor Xxxxxxx has accepted appointment within 30 days after the giving of the Trustee’s notice of resignation, the resigning Trustee, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Trustee from any obligations otherwise imposed on it under this Agreement until such successor has in fact assumed such appointment. If at any time the Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to duly observe resign after written request therefor by the Beneficiaries, or perform in if at any material time an insolvency with respect any covenants or agreements of to the Trustee set forth in Section 9.01 of this Agreement, which failure (i) materially and adversely affects the Certificateholders and (ii) continues unremedied for a period of 10 days after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given occurred and be continuing, or if at any time the Beneficiaries agree that it is necessary, desirable or appropriate to remove the Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller Beneficiaries may remove the Trustee and by giving written notice thereof to the Trustee. If the Beneficiaries remove the Trustee under the authority of the immediately preceding sentence, the Beneficiaries shall promptly appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor trusteeTrustee and payment of all fees owed to the outgoing Trustee. Any resignation or removal of the Trustee and appointment of a successor trustee Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Trustee pursuant to Section 9.08. The provisions 10.03 and the payment of Section 9.05 shall survive any such resignation or removalall fees and expenses owed to the outgoing Trustee.

Resignation or Removal of the Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer and each Rating AgencyAdministrator. Upon receiving such notice of resignation, the Servicer Administrator, on behalf of the Trust, shall promptly appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, copies in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Trustee and one copy to the successor trustee and the Servicertrustee. If no successor trustee Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning the Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 9.1 and shall fail to resign after written request therefor by the ServicerAdministrator, or if at any time the Trustee shall be legally unable to act, 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 perform its obligations under this Agreement, then the ServicerAdministrator, on behalf of the Depositor or Trust, may remove the Seller Trustee. If the Administrator, on behalf of the Trust, shall remove the Trustee and under the authority of the preceding sentence, the Administrator, on behalf of the Trust, shall promptly appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor trustee. If at any time the Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this Agreement, which failure (i) materially and adversely affects the Certificateholders and (ii) continues unremedied for a period of 10 days after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given pay all fees owed to the outgoing Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to Trustee so removed and one copy to the successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in pursuant to Section 9.089.3 and payment of all fees and expenses owed to the outgoing trustee. The provisions Administrator shall provide notice of Section 9.05 shall survive any such resignation or removalremoval of the trustee to each of the Rating Agencies.

Resignation or Removal of the Trustee. The Trustee may at any time resign from, and be discharged from the trusts hereby created terminate its capacity hereunder by giving delivery of written notice thereof or resignation, effective not less than ninety (90) days after receipt by both the Beneficiary and the Grantor. The Trustee may be removed by the Grantor by (i) delivery to the Servicer Trustee and each Rating Agency. Upon receiving such the Beneficiary of a written notice of resignationremoval, effective not less than ninety (90) days after receipt by the Servicer Trustee and the Beneficiary of the notice and (ii) receipt of Beneficiary's consent to such action, which consent shall promptly appoint not be unreasonably withheld. However, no such resignation by the Trustee or removal by the Grantor shall be effective until a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, copies of which shall be delivered to the resigning Trustee, the successor trustee and the Servicer. If no successor trustee Trustee shall have been so duly appointed as provided in this Agreement and having accepted appointment within 30 days after all the giving securities and other Assets in the Trust Account have been duly transferred to such successor. The Grantor, upon receipt of such notice of resignationnotice, shall undertake to obtain the resigning Trustee may petition any court of competent jurisdiction for the appointment agreement of a qualified, successor trustee. If at any time Trustee, agreeable to the Trustee shall cease Beneficiary, to be eligible act in accordance with the provisions of Section 9.06 and shall fail to resign after written request therefor by the Servicer, or if at any time the Trustee shall be legally unable to act, 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 perform its obligations under this Agreement, then the Servicer, the Depositor or the Seller shall remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. If at any time the Trustee shall fail to duly observe or perform in any material respect any covenants or all agreements of the Trustee set forth in Section 9.01 herein. The Beneficiary agrees not to unreasonably withhold approval of such Trustee. Upon the Trustee's delivery of the Assets to the qualified, successor Trustee, along with a closing statement showing all activities from the last monthly report, such successor Trustee shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Trustee, and the resigning or removed Trustee shall be discharged from any future duties and obligations under this Trust Agreement, which failure (i) materially and adversely affects but the Certificateholders and (ii) continues unremedied for a period of 10 days resigning or removed Trustee shall continue after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given to the Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller may remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to Trustee so removed and one copy to the successor trustee. Any resignation or removal to be entitled to the benefits of the Trustee and appointment of a successor trustee pursuant to any of indemnities provided herein for the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 9.08. The provisions of Section 9.05 shall survive any such resignation or removalTrustee.

Resignation or Removal of the Trustee. The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving upon 60 days prior written notice thereof to the Servicer and each Rating AgencySettlor, unless the Settlor shall accept as adequate a shorter period of notice. Upon receiving such notice the resignation of resignationthe Trustee under circumstances in which the Trust will continue, the Servicer Settlor shall promptly appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, copies of which shall be delivered to the resigning Trustee, the successor trustee and the Servicer. If no successor trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 and shall fail to resign after written request therefor by the Servicer, or if at any time the Trustee shall be legally unable to act, 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 perform its obligations under this Agreement, then the Servicer, the Depositor or the Seller shall remove the Trustee and appoint a successor trustee satisfying the criteria set forth in Section 9.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. If at any time the Trustee shall fail to duly observe or perform in any material respect any covenants or agreements of the Trustee set forth in Section 9.01 of this Agreement, which failure (i) materially and adversely affects the Certificateholders and (ii) continues unremedied for a period of 10 days after the date on which written notice of such failure (which notice shall refer specifically to this Section), requiring the same to be remedied, shall have been given to the Trustee, the Seller, the Depositor and the Servicer by the Holders of Certificates evidencing Voting Interests represented by all Certificates aggregating not less than 51%, then the Servicer, the Depositor or the Seller The Settlor may remove the Trustee and at any time, with or without cause, upon written notice to the Trustee stating the effective date of such removal, which date shall not be earlier than the date of delivery of such notice. Upon the removal of the Trustee under circumstances in which the Trust will continue, such notice of removal shall designate a successor Trustee. If the Settlor fails to appoint a successor trustee satisfying Trustee prior to the criteria set forth effective date of the Trustee’s resignation or removal and at least one Group Contract remains in Section 9.06 effect, the Trustee shall have no further right or responsibility hereunder except that the Trustee shall request that the Insurer of such Group Contract designate a successor Trustee and shall immediately surrender each Group Contract to a successor Trustee designated by written instrumenta majority of such Insurers. If such Insurer or Insurers decline or fail to designate a successor Trustee within five days of the Trustee’s request, the Trustee shall surrender each Group Contract to a successor Trustee designated by the Director of Insurance of the State of Delaware. Any individual, or any corporation or association legally empowered to exercise Trust powers, having a business officer in duplicatethe State of Delaware, one copy of which instrument shall be delivered eligible to Trustee so removed and one copy to be appointed a successor Trustee. Upon the successor trustee. Any resignation or removal of a Trustee, unless the Trust then terminates, such Trustee shall assign, transfer, convey and deliver to the successor Trustee all of its interest in each Group Contract and such other Trust property as is then in its possession or control, and shall thereupon be fully released and discharged from any further obligations and liabilities hereunder, and the successor Trustee shall succeed to and be vested with all the rights and responsibilities of the Trustee and appointment of hereunder. Any party who becomes a successor trustee pursuant to any a Trustee through sale or transfer of its business, consolidation, merger, or other corporate reorganization, shall automatically become a successor Trustee and shall succeed to all right, title, and interest of the provisions prior Trustee and shall succeed to and be vested with all of this Section shall not become effective until acceptance the rights and responsibilities of appointment by the successor trustee as provided in Section 9.08. The provisions of Section 9.05 shall survive any such resignation or removalTrustee hereunder.