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

Resignation and Removal of the Trustee. The Trustee, and any co-trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within 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 trustee. If at any time, the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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. The Holders of Certificates evidencing in the aggregate more than 50% of Percentage Interest may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created pursuant to the Trust Agreement by giving written notice thereof to the Depositor, the Master Servicer and each Rating Agencyto all Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Depositor, the Classes of Certificates that have been ratedCertificateholders and each Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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 10.06 and shall fail to resign after written request therefor by the Depositor, or if The Depositor may at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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 the Depositor executes such an instrument, then the Depositor shall deliver a copy of such instrument to the Certificateholders, the Trustee and each Servicer. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, one complete set to the Trustee so removed and one complete set the successor trustee so appointed. A copy of such instrument shall be delivered to the successor so appointedCertificateholders and each Servicer and Seller by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice9.08 hereof.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Servicer and each Rating Agencythe Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . The Depositor shall deliver a copy of such appointment does not result in a reduction or withdrawal of instrument to the rating of any of Certificateholders and the Classes of Certificates that have been ratedServicer. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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 trusteesuccessor. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteesuccessor. The Depositor shall deliver a copy of such instrument to the Certificateholders and the Servicer. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. The Depositor shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer and each Rating Agencyto all Certificateholders; provided, that such resignation shall not be effective until a successor trustee is appointed and accepts appointment in accordance with the following provisions. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee who meets the eligibility requirements of Section 8.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders and the Classes of Certificates that have been ratedMaster Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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; provided, however, that the resigning Trustee shall not resign and be discharged from the trusts hereby created until such time as the Rating Agency rating the Certificates approves the successor trustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorDepositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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 if the rating of the long-term debt obligations of the Trustee is not acceptable to the Rating Agency in respect of mortgage pass-through certificates having a rating equal to the then current rating on the Certificates, then the Depositor may remove the Trustee and appoint a successor trustee who meets the eligibility requirements of Section 8.06 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. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorMaster Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Servicer and each Rating Agencythe Certificateholders. Upon receiving such notice of resignationresignation of the Trustee, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders, the Classes of Certificates that have been ratedTrustee and the Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignationresignation or removal, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorCompany, the Master Servicer and each Rating Agencyto all Certificateholders; provided, that such resignation shall not be effective until a successor trustee is appointed and accepts appointment in accordance with the following provisions. Upon receiving such notice of resignation, the Depositor Company shall promptly appoint a successor trustee or co-trustee who meets the eligibility requirements of Section 8.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders and the Classes of Certificates that have been ratedMaster Servicer by the Company. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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; provided, however, that the resigning Trustee shall not resign and be discharged from the trusts hereby created until such time as the Rating Agency rating the Certificates approves the successor trustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorCompany or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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 if the rating of the long-term debt obligations of the Trustee is not acceptable to the Rating Agency in respect of mortgage pass-through certificates having a rating equal to the then current rating on the Certificates, then the Depositor Company may remove the Trustee and appoint a successor trustee who meets the eligibility requirements of Section 8.06 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. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Company. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorMaster Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Company. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorMaster Servicer; with a copy to the Rating Agencies; provided, that such resignation shall not be effective until a successor trustee is appointed and accepts appointment in accordance with the Servicer following provisions; provided, however, that the resigning Trustee shall not resign and each be discharged from the trusts hereby created until such time as the Rating AgencyAgency rating the Certificates approves the successor trustee. Upon receiving such notice of resignation, the Depositor Master Servicer shall promptly appoint a successor trustee or co-trustee who meets the eligibility requirements of Section 8.06 by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to each of the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorMaster Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Master Servicer may remove the Trustee and appoint a successor trustee who meets the eligibility requirements of Section 8.06 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. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights, may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorMaster Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Company by the Master Servicer. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Servicer and each Rating Agencythe Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . The Depositor shall deliver a copy of such appointment does not result in a reduction or withdrawal of instrument to the rating of any of Certificateholders and the Classes of Certificates that have been ratedServicer. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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 trusteesuccessor. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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 liquidationliquidation or the Trustee has failed to deliver when required an Accountant’s Attestation as required by Section 3.21(iii)(b), then the Depositor may remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteesuccessor. The Depositor shall deliver a copy of such instrument to the Certificateholders and the Servicer. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. The Depositor shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorServicer, the Servicer SBA, and each Rating Agencyto all Certificateholders. Upon receiving such notice of resignation, the Depositor Servicer shall with the consent of the SBA promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in instrument shall be delivered to the Certificateholders by the Servicer. Unless a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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 the resigning Trustee fails to petition an appropriate court, the SBA may, after such 60 day period, petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 12.06 and shall fail to resign after written request therefor by the DepositorServicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Servicer may remove the Trustee and appoint appoint, subject to the approval of the SBA, a successor trustee 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. A copy of such instrument shall be delivered to the Certificateholders and the SBA by the Servicer. The Holders Majority Certificateholders with the consent of Certificates evidencing in the aggregate more than 50% SBA, which consent will not be unreasonably withheld, and upon satisfaction of Percentage Interest the Rating Agency Condition, or the SBA may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorServicer, one complete set to the Trustee so removed and one complete set to the successor Trustee so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice12.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Certificate Insurer, the Master Servicer and each Rating Agencyto the Certificateholders. Upon receiving such notice of resignation, the Depositor shall shall, with the written consent of the Certificate Insurer, promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders, the Classes of Certificates that have been ratedCertificate Insurer, and the Master Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorDepositor or the Certificate Insurer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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. A copy of such instrument shall be delivered to the Certificateholders, the Certificate Insurer and the Master Servicer by the Depositor. The Certificate Insurer or the Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights, with the written consent of the Certificate Insurer, may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by the Certificate Insurer or such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders, the Certificate Insurer and the Master Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created pursuant to the Trust Agreement by giving written notice thereof to the Depositor, the Servicer Depositor and each Rating Agencyto all Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Depositor, the Classes of Certificates that have been ratedCertificateholders and each Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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 10.06 and shall fail to resign after written request therefor by the Depositor, or if The Depositor may at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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 the Depositor executes such an instrument, then the Depositor shall deliver a copy of such instrument to the Certificateholders, the Trustee and each Servicer. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, one complete set to the Trustee so removed and one complete set the successor trustee so appointed. A copy of such instrument shall be delivered to the successor so appointedCertificateholders and each Servicer and Seller by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08 hereof.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created pursuant to the Pooling and Servicing Agreement by giving written notice thereof of such resignation to the DepositorCompany, the Servicer and each Rating Agencyto all related Certificateholders. Upon receiving such notice of resignation, the Depositor Company shall promptly appoint a successor trustee or co-trustee Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that Trustee. A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders and to the Classes of Certificates that have been ratedServicer by the Company. If no successor trustee Trustee shall have been so appointed and have accepted appointment within thirty (30) 30 days after the resigning Trustee's 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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 hereof and shall fail to resign after written request therefor by the DepositorCompany, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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 liquidationliquidation thereof, then the Depositor Company may remove the Trustee and appoint a successor trustee Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteeTrustee. A copy of such instrument shall be delivered to the Certificateholders and to the Servicer by the Company. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may remove the Trustee at any time remove the Trustee and appoint a successor trustee Trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorCompany, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and to the Servicer by the Company. If the Holders remove the Trustee otherwise than for reasonable cause based upon the Trustee's failure to continue to meet the eligibility requirements set forth in Section 8.06 above or the Trustee's failure to perform its duties as described herein, then the Holders so removing the Trustee shall bear any and all costs and expenses arising from such removal and substitution. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee Trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee Trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08 hereof.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer and each Rating Agencyto all Certificateholders; provided, that such resignation shall not be effective until a successor trustee is appointed and accepts appointment in accordance with the following provisions. Upon receiving such notice of resignation, the Depositor Master Servicer shall promptly appoint a successor trustee or co-trustee who meets the eligibility requirements of Section 8.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders and the Classes of Certificates that have been ratedMaster Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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; provided, however, that the resigning Trustee shall not resign and be discharged from the trusts hereby created until such time as the Rating Agency rating the Certificates approves the successor trustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorMaster Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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 if the rating of the long-term debt obligations of the Trustee is not acceptable to the Rating Agency in respect of mortgage pass-through certificates having a rating equal to the then current rating on the Certificates, then the Depositor Master Servicer may remove the Trustee and appoint a successor trustee who meets the eligibility requirements of Section 8.06 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. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorMaster Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Master Servicer and each Rating Agencythe Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders and the Classes of Certificates that have been ratedMaster Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Master Servicer and each Rating Agencythe Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders, the Classes of Certificates that have been ratedTrustee and the Master Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed removed, and one copy to the successor trustee. A copy of such instrument shall be delivered to the Certificateholders, the Trustee and the Master Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorServicer, the Servicer Certificate Insurer and each Rating Agencyto all Certificateholders. Upon receiving such notice of resignation, the Depositor Servicer shall with the consent of the Certificate Insurer promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in instrument shall be delivered to the Certificateholders by the Servicer. Unless a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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 the resigning Trustee fails to petition an appropriate court, the Certificate Insurer may, after such 60 day period, petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 12.06 and shall fail to resign after written request therefor by the DepositorServicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Servicer may remove the Trustee and appoint appoint, subject to the approval of the Certificate Insurer, a successor trustee 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. A copy of such instrument shall be delivered to the Certificateholders by the Servicer. The Holders Majority Certificateholders with the consent of Certificates evidencing in the aggregate more than 50% of Percentage Interest Certificate Insurer, which consent will not be unreasonably withheld, or the Certificate Insurer may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorServicer, one complete set to the Trustee so removed and one complete set to the successor Trustee so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice12.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Master Servicer and each Rating Agencyto the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders and the Classes of Certificates that have been ratedMaster Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the Depositor, Depositor or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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. A copy of such instrument shall be delivered to the Certificateholders, and the Master Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee may Trustee at any time may resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorCompany, the Servicer and each the Rating AgencyAgencies. Upon receiving such notice of resignation, the Depositor Company promptly shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 and shall fail to resign after written request therefor by the DepositorCompany, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Company may remove the Trustee and appoint a successor trustee 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. The Holders of Certificates evidencing in the aggregate more than 50% of Percentage Interest the Trust Fund may remove the Trustee at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders Certificateholders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorCompany, one complete set to the Trustee so removed and one complete set to the successor so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Master Servicer and each Rating Agencythe Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders and the Classes of Certificates that have been ratedMaster Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within 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 trustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least ___% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The TrusteeSubject to the requirements set forth in this Article V, and any co-trustee the Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, Depositor and all of the Servicer and each Rating AgencyCertificateholders. Upon receiving such notice of resignation, the Depositor (with the consent of Holders of a Majority in Interest of each Class of Regular Certificates shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders by the Classes of Certificates that have been ratedDepositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignationresignation or notice of removal (as provided below), the resigning or removed Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 5.06 hereof and shall fail to resign after written request therefor by the DepositorDepositor or any Certificateholder, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, reorganization, conservation or liquidation, or if the rating of the Certificates is downgraded by a Rating Agency due to the Trustee, then the Depositor may Depositor, unless instructed otherwise by Holders of a Majority in Interest of each Class of Regular Certificates, shall remove the Trustee and appoint a successor trustee 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. The Holders A copy of Certificates evidencing in the aggregate more than 50% of Percentage Interest may at any time remove the Trustee and appoint a successor trustee by written such instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to Certificateholders by the successor so appointedtrustee. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice5.08 hereof.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created pursuant to the Trust Agreement by giving written notice thereof to the Depositor, the Master Servicer and each Rating Agencyto all Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Depositor, the Classes of Certificates that have been ratedCertificateholders and each Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty sixty (3060) 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 10.06 and shall fail to resign after written request therefor by the Depositor, or if The Depositor may at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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 the Depositor executes such an instrument, then the Depositor shall deliver a copy of such instrument to the Certificateholders, the Trustee and each Servicer. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, one complete set to the Trustee so removed and one complete set the successor trustee so appointed. A copy of such instrument shall be delivered to the successor so appointedCertificateholders and each Servicer and Seller by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice9.08 hereof.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee may Trustee at any time may resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorContract Seller, the Servicer Servicer, the Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor Contract Seller, with the consent of the Insurer which consent shall not be unreasonably withheld (provided that if an Insurer Default has occurred and is continuing, no such consent needs to be obtained) shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 9.06 and shall fail to resign after written request therefor by the DepositorContract Seller, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Contract Seller may remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteetrustee and the Certificateholders. The Holders of Certificates evidencing in the aggregate more Fractional Interests aggregating not less than 50% of Percentage Interest may remove the Trustee at any time remove the Trustee and appoint a successor trustee reasonably satisfactory to the Insurer (provided that if an Insurer Default has occurred and is continuing, no consent of the Insurer needs to be obtained) by written instrument or instruments, in triplicate, signed by such Holders Certificateholders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorContract Seller, one complete set to the Trustee so removed and one complete set to the successor so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section 9.07 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice9.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Servicer and each Rating Agencyto the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee acceptable to the NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders, the Classes of Certificates that have been ratedTrustee and the Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorDepositor or the NIMS Insurer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor or the NIMS Insurer may remove the Trustee and appoint a successor trustee acceptable to the NIMS Insurer 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. A copy of such instrument shall be delivered to the Certificateholders, the Trustee and the Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee and appoint a successor trustee acceptable to the NIMS Insurer by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee trustee, pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.088.08. Notwithstanding the foregoing, or upon acceptance in the event the Trustee is unable to continue to perform its obligations pursuant to the terms of this Agreement prior to the appointment by of a co-trustee, as applicable, unless with respect to a co-trusteesuccessor, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of obligated to perform such written noticeobligations until a new trustee is appointed. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee Such performance shall be effective upon receipt without prejudice to any claim by a party hereto or beneficiary hereof resulting from the Trustee's breach of such written noticeits obligations hereunder.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorMaster Servicer; with a copy to the Rating Agencies; provided, that such resignation shall not be effective until a successor trustee is appointed and accepts appointment in accordance with the Servicer and each Rating Agencyfollowing provisions. Upon receiving such notice of resignation, the Depositor Master Servicer shall promptly appoint a successor trustee or co-trustee who meets the eligibility requirements of Section 8.06 by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to each of the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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; provided, however, that the resigning Trustee shall not resign and be discharged from the trusts hereby created until such time as the Rating Agency rating the Certificates approves the successor trustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorMaster Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Master Servicer may remove the Trustee and appoint a successor trustee who meets the eligibility requirements of Section 8.06 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. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights, may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorMaster Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Company by the Master Servicer. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorCompany, the Master Servicer and each Rating Agencyto all Certificateholders; provided, that such resignation shall not be effective until a successor trustee is appointed and accepts appointment in accordance with the following provisions. Upon receiving such notice of resignation, the Depositor Company shall promptly appoint a successor trustee or co-trustee who meets the eligibility requirements of Section 8.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders and the Classes of Certificates that have been ratedMaster Servicer by the Company. If no successor trustee shall have been so appointed and have accepted appointment within thirty (30) 60 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction jurisdic tion for the appointment of a successor trustee; provided, however, that the resigning Trustee shall not resign and be discharged from the trusts hereby created until such time as the Rating Agency rating the Certificates approves the successor trustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorCompany or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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 if the rating of the long-term debt obligations of the Trustee is not acceptable to the Rating Agency in respect of mortgage pass-through certificates having a rating equal to the then current rating on the Certificates, then the Depositor Company may remove the Trustee and appoint a successor trustee who meets the eligibility requirements of Section 8.06 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. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Company. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorMaster Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Company. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer, the Special Servicer and each Rating Agency. Upon receiving such notice of resignation, the Depositor Fiscal Agent shall also be deemed to have been removed and, accordingly, the Servicer shall promptly appoint a successor trustee Trustee, which appointment of successor Trustee shall not result, in and of itself, in a downgrading, withdrawal or coqualification of the rating then assigned by the Rating Agencies to any Class of the Certificates as confirmed in writing by each of the Rating Agencies, and successor Fiscal Agent, which, if the successor Trustee is not rated by each Rating Agency in one of its two highest long-trustee term debt rating categories, shall be confirmed in writing by each of the Rating Agencies that such appointment of successor Fiscal Agent shall not result, in and of itself, in a downgrading, withdrawal or qualification of the rating then assigned by such Rating Agency to any Class of the Certificates by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the resigning Trustee and one Trustee, with a copy to the fiscal agent deemed removed, and the successor trustee; provided that such appointment does not result in a reduction or withdrawal of Trustee and successor Fiscal Agent. Notwithstanding the rating of any of the Classes of Certificates that have been rated. If foregoing, if no successor trustee Trustee and Fiscal Agent shall have been so appointed and have accepted appointment within thirty (30) ___ days after the giving of such notice of resignation, the resigning Trustee and departing Fiscal Agent may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee and successor Fiscal Agent. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.6 and shall fail to resign after written request therefor by the DepositorDepositor or Servicer, or if at any time the Trustee or the Fiscal Agent shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Fiscal Agent or 143 of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Fiscal Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee and the Fiscal Agent and shall promptly appoint a successor trustee Trustee and successor Fiscal Agent by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee and the Fiscal Agent so removed and one copy to the successor trusteeTrustee and successor Fiscal Agent. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least __% of Percentage Interest the Voting Rights may at any time remove the Trustee and the Fiscal Agent (and any removal of the Trustee shall be deemed to be a removal also of the Fiscal Agent) and appoint a successor trustee Trustee and successor Fiscal Agent (each meeting the requirements of Section 8.8) by written instrument or instruments, in triplicateeight originals, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Servicer, one complete set to the Special Servicer, one complete set to the Trustee so removed removed, one complete set to the Fiscal Agent deemed removed, one complete set to the successor Trustee so appointed and one complete set to the successor Fiscal Agent so appointed. In the event of the resignation or removal of the Trustee, the Fiscal Agent shall be entitled to resign, it being understood that the initial Fiscal Agent shall not be obligated to act in such capacity hereunder at any time that is not the Trustee. Any resignation or removal of the Trustee or any resignation of any co-trustee and Fiscal Agent and appointment of a successor Trustee and, if such trustee or cois not rated by each Rating Agency in one of its two highest long-trustee term debt rating categories, a successor Fiscal Agent pursuant to any of the provisions of this Section 8.7 shall not become effective upon until acceptance of appointment by the successor trustee Trustee and, if necessary, Fiscal Agent as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.8.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorServicer, the Servicer Certificate Insurer and each Rating Agencyto all Certificateholders. Upon receiving such notice of resignation, the Depositor shall Servicer shall, with the consent of the Certificate Insurer, promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument Instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in instrument shall be delivered to the Certificateholders by the Servicer. Unless a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 12.06 and shall fail to resign after written request therefor by the DepositorServicer, the Certificate Insurer or the Majority in Aggregate Voting Interest, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Servicer may remove the Trustee and appoint shall, within 30 days after such removal, appoint, subject to the approval of the Certificate Insurer, which approval shall not be unreasonably withheld, a successor trustee 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. A copy of such instrument shall be delivered to the Certificateholders by the Servicer. The Holders of Certificates evidencing Majority in Aggregate Voting Interest or, if the aggregate more than 50% of Percentage Interest Trustee fails to perform in accordance with this Agreement, the Certificate Insurer may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, or by the Certificate Insurer, as the case may be, one complete set of which instruments shall be delivered to the DepositorServicer, one complete set to the Trustee so removed and one complete set to the successor Successor Trustee so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee may Trustee at any time may resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorVanderbilt, the Servicer and each the Rating AgencyAgencies. Upon receiving such notice of resignation, the Depositor Vanderbilt promptly shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 and shall fail to resign after written request therefor by the DepositorVanderbilt, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Vanderbilt may remove the Trustee and appoint a successor trustee 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. The Holders of Certificates evidencing in the aggregate more than 50% of Percentage Interest the Trust Fund may remove the Trustee at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders Certificateholders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorVanderbilt, one complete set to the Trustee so removed and one complete set to the successor so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.08, or 10.08 and upon acceptance of appointment by a co-trustee, as applicable, unless with respect payment to a co-trustee, the resigning Trustee receives written notice from each Rating Agency that the failure all amounts due and owing to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written noticeit hereunder.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Servicer and each Rating Agencythe Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee acceptable to the NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders, the Classes of Certificates that have been ratedTrustee and the Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorDepositor or the NIMS Insurer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor or the NIMS Insurer may remove the Trustee and appoint a successor trustee acceptable to the NIMS Insurer 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. A copy of such instrument shall be delivered to the Certificateholders, the Trustee and the Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee and appoint a successor trustee acceptable to the NIMS Insurer by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee trustee, pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.088.08. Notwithstanding the foregoing, or upon acceptance in the event the Trustee is unable to continue to perform its obligations pursuant to the terms of this Agreement prior to the appointment by of a co-trustee, as applicable, unless with respect to a co-trusteesuccessor, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of obligated to perform such written noticeobligations until a new trustee is appointed. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee Such performance shall be effective upon receipt without prejudice to any claim by a party hereto or beneficiary hereof resulting from the Trustee’s breach of such written noticeits obligations hereunder.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created pursuant to the Trust Agreement by giving written notice thereof to the DepositorSaxon, the Master Servicer and each Rating Agencyall Certificateholders. Upon receiving such notice of resignation, the Depositor Saxon shall promptly promptly, subject to Section 1.03 hereof, appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . Saxon shall deliver a copy of such appointment does not result in a reduction or withdrawal of instrument to the rating of any of Certificateholders, the Classes of Certificates that have been ratedMaster Servicer and each Servicer. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 hereof and shall fail to resign after written request therefor by the DepositorSaxon, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Saxon, subject to Section 1.03 hereof, may remove the Trustee and appoint a successor trustee 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. The Saxon shall also deliver a copy of such instrument to the Certificateholders, the Master Servicer and each Servicer. Subject to Section 1.03 hereof, the Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositoreach of Saxon, one complete set to the Trustee so removed and one complete set to the successor so appointed. Saxon shall deliver a copy of such instruments to the Certificateholders, the Master Servicer and each Servicer. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section 8.07 shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08 hereof.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Master Servicer and each Rating Agencythe Certificateholders. Upon receiving such notice of resignationresignation of the Trustee, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders, the Classes of Certificates that have been ratedTrustee and the Master Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignationresignation or removal, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created pursuant to the Pooling and Servicing Agreement by giving written notice thereof of such resignation to the DepositorOMI, the Servicer and each Rating Agencyto all related Certificateholders. Upon receiving such notice of resignation, the Depositor OMI shall promptly appoint a successor trustee or co-trustee Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that Trustee. A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders and to the Classes of Certificates that have been ratedServicer by OMI. If no successor trustee Trustee shall have been so appointed and have accepted appointment within thirty (30) 30 days after the resigning Trustee's 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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 hereof and shall fail to resign after written request therefor by the DepositorOMI, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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 liquidationliquidation thereof, then the Depositor OMI may remove the Trustee and appoint a successor trustee Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteeTrustee. A copy of such instrument shall be delivered to the Certificateholders and to the Servicer by OMI. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may remove the Trustee at any time remove the Trustee and appoint a successor trustee Trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorOMI, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and to the Servicer by OMI. If the Holders remove the Trustee otherwise than for reasonable cause based upon the Trustee's failure to continue to meet the eligibility requirements set forth in Section 8.06 above or the Trustee's failure to perform its duties as described herein, then the Holders so removing the Trustee shall bear any and all costs and expenses arising from such removal and substitution. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee Trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee Trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08 hereof.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Servicer Seller, the Servicing Administrator, the Backup Servicer, the Servicer, the Certificate Insurer and each the Rating AgencyAgencies. Upon receiving such notice of resignationresignation of the Trustee, the Depositor shall promptly appoint a successor trustee or co-trustee Trustee that meets the requirements in Section 9.07, by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been ratedTrustee. If no successor trustee Trustee shall have been so appointed and have having accepted appointment within thirty (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 trusteeTrustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 and shall fail to resign after written request therefor by the Depositor, 9.07 hereof or if at any time the Trustee shall become incapable of actingbe 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, then the Depositor may remove the Trustee. If the Depositor removes the Trustee and under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor trustee Trustee that meets the requirements of Section 9.07, by written instrument, in duplicate, one copy of which instrument shall be delivered to the successor Trustee so removed and one copy to each of the successor trusteeServicing Administrator, the Backup Servicer and the Servicer. The Certificate Insurer or the Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights (with the consent of the Certificate Insurer) may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders, the Trustee and the Servicing Administrator, the Backup Servicer, the Certificate Insurer and the Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee Trustee pursuant to any of the provisions of this Section 9.08 shall not become effective upon until acceptance of appointment by the successor trustee Trustee, as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice9.10 hereof.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Servicer and each Rating Agencythe Certificateholders. Upon receiving such notice of resignationresignation of the Trustee, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders, the Classes of Certificates that have been ratedTrustee and the Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignationresignation or removal, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 66% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. Any resignation or removal A copy of such instrument shall be delivered to the Trustee or any resignation of any co-trustee Certificateholders and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment Servicer by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written noticeDepositor.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Servicer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee Trustee, one copy to the successor trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been ratedRating Agency. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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 The Trustee shall cease be paid all amounts owed to be eligible in accordance with the provisions of Section 10.06 and shall fail to resign after written request therefor by the Depositor, it hereunder upon its resignation or if withdrawal. If at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt file a petition to take advantage of any applicable insolvency, bankruptcy or insolventreorganization statute, or a receiver or conservator 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, then the Depositor may remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteetrustee and one copy to the Rating Agency. The Depositor or the Holders of Certificates evidencing in entitled to at least 66 2/3% of the aggregate more than 50% voting rights of Percentage Interest all Certificates may at any time remove the Trustee with cause and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-attorneys in fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and removed, one complete set to the successor so appointedappointed and one complete set to the Rating Agency. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, 6.09 hereof. The predecessor Trustee and successor Trustee shall notify the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating Depositor of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt date of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written noticeappointment.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer Depositor and each Rating Agencyto all Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders by the Classes of Certificates that have been ratedDepositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 6.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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. A copy of such instrument shall be delivered to the Certificateholders by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice6.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorMaster Servicer; with a copy to the Rating Agencies, the Servicer Certificate Insurer and each the Swap Provider; provided, that such resignation shall not be effective until successor trustee is appointed and accepts appointment in accordance with the following provisions; provided, however, that the resigning trustee shall not resign and be discharged from the trusts hereby created until such time as the Rating AgencyAgency rating the Certificates and the Certificate Insurer approves the successor trustee. Upon receiving such notice of resignation, the Depositor Master Servicer shall promptly appoint a successor trustee or co-trustee who meets the eligibility requirements of Section 8.06 by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the resigning Trustee trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Trustee trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorMaster Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Master Servicer with the consent of the Certificate Insurer (so long as no Insurer Default has occurred and is continuing), which consent shall not be unreasonably withheld, may remove the Trustee and appoint a successor trustee who meets the eligibility requirements of Section 8.06 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. The Holders of Certificates evidencing in the aggregate more than 50% of Percentage Interest may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee the Trust Administrator. Either of the Trustee or the Trust Administrator may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Master Servicer and each Rating Agencythe Certificateholders and, if the Trustee is resigning, to the Trust Administrator, or, if the Trust Administrator is resigning, to the Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee trust administrator (which may be the same Person in the event the Trust Administrator resigns or is removed) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator and one copy to the successor trustee; provided that trustee or trust administrator, as applicable. A copy of such appointment does not result in a reduction instrument shall be delivered to the Certificateholders, the Trustee or withdrawal of Trust Administrator, as applicable, and the rating of any of Master Servicer by the Classes of Certificates that have been ratedDepositor. If no successor trustee or trust administrator shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor trusteetrustee or trust administrator, as applicable. If at any time, time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorDepositor (or in the case of the Trust Administrator, the Trustee), or if at any time the Trustee or the Trust Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor (or in the case of the Trust Administrator, the Trustee) may remove the Trustee or the Trust Administrator, as applicable, and appoint a successor trustee or trust administrator (which may be the same Person in the event the Trust Administrator resigns or is removed) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or Trust Administrator so removed and one copy to the successor trusteetrustee or trust administrator. A copy of such instrument shall be delivered to the Certificateholders, the Trustee or the Trust Administrator, as applicable, and the Master Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee or trust administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or the Trust Administrator, as the case may be, so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or any resignation of any co-trustee the Trust Administrator and appointment of a successor trustee or co-trustee trust administrator, as the case may be, pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee or trust administrator as provided in Section 10.088.08. Notwithstanding the foregoing, or upon acceptance in the event the Trust Administrator advises the Trustee that it is unable to continue to perform its obligations pursuant to the terms of this Agreement prior to the appointment by of a co-trustee, as applicable, unless with respect to a co-trusteesuccessor, the Trustee receives written notice shall be obligated to perform such obligations until a new trust administrator is appointed. Such performance shall be without prejudice to any claim by a party hereto or beneficiary hereof resulting from each Rating Agency that the failure Trust Administrator’s breach of its obligations hereunder. As compensation therefor, the Trustee shall be entitled to appoint a successor co-trustee all fees the Trust Administrator would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written noticeentitled to if it had continued to act hereunder.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Servicer and each Rating Agencythe Certificateholders. Upon receiving such notice of resignationresignation of the Trustee, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders, the Classes of Certificates that have been ratedTrustee and the Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignationresignation or removal, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 66% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless 8.08. Any costs associated with respect to a co-trustee, removing and replacing the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and payable by the Trustee each receive written notice from each Rating Agency that being removed or replaced if such removal would not result in a withdrawal Trustee is being removed or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written noticereplaced for cause.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Master Servicer and each Rating Agencythe Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders and the Classes of Certificates that have been ratedMaster Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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. The A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorSeller, the Master Servicer and each Rating Agency. Upon receiving such notice of resignation, the Depositor Fiscal Agent shall also be deemed to have been removed and, accordingly, the Master Servicer shall promptly appoint a successor trustee Trustee, the appointment of which would not, as evidenced in writing, in and of itself, result in a downgrade, qualification or cowithdrawal of the then current ratings assigned to the Certificates, and a successor Fiscal Agent (if necessary to satisfy the requirements contained in Section 8.06), the appointment of which, if the successor Trustee is not rated by each Rating Agency in one of its two highest long-trustee term debt rating categories, would not, as evidenced in writing, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates, by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the resigning Trustee and one Trustee, with a copy to the Fiscal Agent deemed removed, and the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been ratedTrustee and successor Fiscal Agent. If no successor trustee Trustee and successor Fiscal Agent shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Trustee and the Fiscal Agent may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee and successor Fiscal Agent. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorSeller or Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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 upon a confirmation in writing by any Rating Agency that not terminating the Trustee, or the Fiscal Agent, as applicable, would, in and of itself, cause the then-current rating assigned to any Class of Certificates to be qualified, withdrawn or downgraded, then the Depositor Seller may remove the Trustee and the Fiscal Agent and promptly appoint a successor trustee Trustee and successor Fiscal Agent by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee and the Fiscal Agent so removed and one copy to the successor trusteeTrustee and the successor Fiscal Agent. The Holders of Certificates evidencing in the aggregate more than entitled to at least 50% of Percentage Interest the Voting Rights of all of the Certificates may at any time remove the Trustee and the Fiscal Agent (and any removal of the Trustee shall be deemed to be a removal also of the Fiscal Agent) and appoint a successor trustee Trustee and, if necessary, successor Fiscal Agent by written instrument or instruments, in triplicateseven originals, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorSeller, one complete set to the Master Servicer, one complete set to the Trustee so removed and removed, one complete set to the Fiscal Agent deemed removed, one complete set to the successor Trustee so appointed and one complete set to any successor Fiscal Agent so appointed. In the event of removal of the Trustee, the Fiscal Agent shall be deemed to have been removed. In the event that the Trustee or Fiscal Agent is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts accrued or owing to it under this Agreement, plus interest at the Advance Rate on all such amounts until received to the extent such amounts bear interest as provided in this Agreement, with respect to periods prior to the date of such termination or removal). Any resignation or removal of the Trustee or any resignation of any co-trustee and Fiscal Agent and appointment of a successor Trustee and, if such trustee or cois not rated by each Rating Agency in one of its two highest long-trustee term debt rating categories, a successor Fiscal Agent pursuant to any of the provisions of this Section 8.07 shall not become effective upon until acceptance of appointment by the successor trustee Trustee and, if necessary, successor Fiscal Agent as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorSeller, the Master Servicer and each Rating Agency. Upon receiving such notice of resignation, the Depositor Fiscal Agent shall also be deemed to have been removed and, accordingly, the Master Servicer shall promptly appoint a successor trustee Trustee, the appointment of which would not, as evidenced in writing by the Rating Agencies (other than S&P), in and of itself, result in a downgrade, qualification or cowithdrawal of the then current ratings assigned to the Certificates, and a successor Fiscal Agent (if necessary to satisfy the requirements contained in Section 8.06), the appointment of which, if the successor Trustee is not rated by each Rating Agency in one of its two highest long-trustee term debt rating categories, would not, as evidenced in writing, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates, by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the resigning Trustee and one Trustee, with a copy to the Fiscal Agent deemed removed, and the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been ratedTrustee and successor Fiscal Agent. If no successor trustee Trustee and successor Fiscal Agent shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Trustee and the Fiscal Agent may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee and successor Fiscal Agent. The Trustee will bear all reasonable costs and expenses of each other party hereto and each Rating Agency in connection with such resignation. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorSeller or Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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 upon a confirmation in writing by Fitch that not terminating the Trustee, or the Fiscal Agent, as applicable, would, in and of itself, cause the then-current rating assigned to any Class of Certificates to be qualified, withdrawn or downgraded, then the Depositor Seller may remove the Trustee and the Fiscal Agent and promptly appoint a successor trustee Trustee and successor Fiscal Agent by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee and the Fiscal Agent so removed and one copy to the successor trusteeTrustee and the successor Fiscal Agent. The Holders of Certificates evidencing in the aggregate entitled to more than 50% of Percentage Interest the Voting Rights of all of the Certificates may at any time remove the Trustee and the Fiscal Agent (and any removal of the Trustee shall be deemed to be a removal also of the Fiscal Agent) and appoint a successor trustee Trustee and, if necessary, successor Fiscal Agent by written instrument or instruments, in triplicateseven originals, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorSeller, one complete set to the Master Servicer, one complete set to the Trustee so removed and removed, one complete set to the Fiscal Agent deemed removed, one complete set to the successor Trustee so appointed and one complete set to any successor Fiscal Agent so appointed. In the event of removal of the Trustee, the Fiscal Agent shall be deemed to have been removed. In the event that the Trustee or Fiscal Agent is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts accrued or owing to it under this Agreement, plus interest at the Advance Rate on all such amounts until received to the extent such amounts bear interest as provided in this Agreement, with respect to periods prior to the date of such termination or removal). Any resignation or removal of the Trustee or any resignation of any co-trustee and Fiscal Agent and appointment of a successor Trustee and, if such trustee or cois not rated by each Rating Agency in one of its two highest long-trustee term debt rating categories, a successor Fiscal Agent pursuant to any of the provisions of this Section 8.07 shall not become effective upon until acceptance of appointment by the successor trustee Trustee and, if necessary, successor Fiscal Agent as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee the Trust Administrator Either the Trustee or the Trust Administrator may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Servicer and each Rating AgencyServicer, to the Certificateholders and, if the Trustee is resigning, to the Trust Administrator, or, if the Trust Administrator is resigning, to the Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee Trustee or co-trustee Trust Administrator (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator and one copy to the successor trustee; provided that Trustee or Trust Administrator, as applicable. A copy of such appointment does not result in a reduction instrument shall be delivered to the Certificateholders, the Trustee or withdrawal of Trust Administrator, as applicable, and the rating of any of Servicer by the Classes of Certificates that have been ratedDepositor. If no successor trustee Trustee or Trust Administrator shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee or Trust Administrator, as applicable. If at any time, time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorDepositor (or in the case of the Trust Administrator, the Trustee), or if at any time the Trustee or the Trust Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor (or in the case of the Trust Administrator, the Trustee) may remove the Trustee or the Trust Administrator, as applicable, and appoint a successor trustee Trustee or Trust Administrator (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or Trust Administrator, as the case may be, so removed and one copy to the successor trusteeTrustee or Trust Administrator. A copy of such instrument shall be delivered to the Certificateholders, the Trustee or the Trust Administrator, as applicable, and the Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee Trustee or Trust Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or to the Trust Administrator, as the case may be, so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. In addition, if the Trustee has knowledge that the Trust Administrator has breached any of its duties under this Agreement, the Trustee may remove the Trust Administrator in the same manner as provided in the prior sentence. For purposes of this Section, the Trustee shall not be deemed to have knowledge of a breach by the Trust Administrator of any of its duties hereunder, unless a Responsible Officer of the Trustee, assigned to and working in the Trustee's Corporate Trust Office has actual knowledge thereof or unless written notice of any event which is in fact such a breach is received by the Trustee, and such notice references the Certificates, the Trust Fund or this Agreement. Any resignation or removal of the Trustee or any resignation of any co-trustee the Trust Administrator and appointment of a successor trustee Trustee or co-trustee Trust Administrator, as the case may be, pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee Trustee or Trust Administrator as provided in Section 10.088.08. Notwithstanding the foregoing, or upon acceptance in the event the Trust Administrator advises the Trustee that it is unable to continue to perform its obligations pursuant to the terms of this Agreement prior to the appointment by of a co-trustee, as applicable, unless with respect to a co-trusteesuccessor, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of obligated to perform such written noticeobligations until a new Trust Administrator is appointed. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee Such performance shall be effective upon receipt without prejudice to any claim by a party hereto or beneficiary hereof resulting from the Trust Administrator's breach of such written noticeits obligations hereunder.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorMaster Servicer; with a copy to the Rating Agencies; provided, that such resignation shall not be effective until a successor trustee is appointed and accepts appointment in accordance with the Servicer and each Rating Agencyfollowing provisions. Upon receiving such notice of resignation, the Depositor Master Servicer shall promptly appoint a successor trustee or co-trustee who meets the eligibility requirements of Section 8.06 by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to each of the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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; provided, however, that the resigning Trustee shall not resign and be discharged from the trusts hereby created until such time as the Rating Agency rating the Certificates approves the successor trustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorMaster Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Master Servicer may remove the Trustee and appoint a successor trustee who meets the eligibility requirements of Section 8.06 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. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights, may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorMaster Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Depositor by the Master Servicer. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. (a) The Trustee, and any co-trustee Trustee may at any time time, by giving written notice to Navistar Financial and the Secured Parties, resign and be discharged from of the trusts responsibilities hereby created created, such resignation to become effective upon (i) the appointment of a successor Trustee, (ii) the approval of such successor Trustee (evidenced in writing) by giving written notice thereof Navistar Financial and the Administrative Agent (such approval not to be unreasonably withheld), and (iii) the Depositor, acceptance of such appointment by such successor Trustee. If no successor Trustee shall be appointed and shall have accepted such appointment within 45 days after the Servicer and each Rating Agency. Upon receiving such Trustee gives the aforesaid notice of resignation, the Depositor shall promptly appoint a successor trustee Trustee shall, or co-trustee by written instrumentany Secured Party may, in duplicate, one copy of which instrument shall be delivered apply to the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within 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 to appoint a successor trusteeTrustee to act until such time, if any, as a successor Trustee shall have been appointed as above provided. If Any successor Trustee so appointed by such court shall immediately and without further act be superseded by any successor Trustee appointed by Navistar Financial and the Administrative Agent as provided above. So long as no Event of Default has occurred and is continuing, Navistar Financial may at any time, the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 and shall fail to resign after upon at least 10 days’ prior written request therefor by the Depositornotice, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee by written instrumentTrustee with the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed), in duplicateprovided that such successor Trustee shall have accepted such appointment. If an Event of Default has occurred and is continuing, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing in the aggregate more than 50% of Percentage Interest Administrative Agent may at any time time, upon at least 10 days’ prior written notice, remove the Trustee and appoint a successor trustee by written instrument Trustee with the approval of Navistar Financial (such approval not to be unreasonably withheld or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointeddelayed). Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective Promptly upon receipt of such written notice, the Trustee shall inform the Secured Parties of the contents thereof. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of entitled to Trustee’s Fees to the extent incurred or arising, or relating to events occurring, before such written noticeresignation or removal.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer and Master Servicer, the Special Servicer, each Rating Agency, the Certificate Holders and the Companion Loan Noteholders. Upon receiving such notice of resignation, the Depositor Master Servicer shall promptly appoint a successor trustee Trustee, the appointment of which would not, as evidenced in writing by the Rating Agencies, in and of itself, result in a downgrade, qualification or co-trustee withdrawal of the then current ratings assigned to the Certificates, the appointment of which, if the successor Trustee is not rated by each Rating Agency as "AA-", would not, as evidenced in writing, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates, by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been ratedTrustee. If no successor trustee Trustee shall have been so appointed and have accepted appointment within thirty (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 trusteeTrustee. The Trustee will bear all reasonable costs and expenses of each other party hereto and each Rating Agency in connection with such resignation. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorDepositor or Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and promptly appoint a successor trustee Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteeTrustee. The Holders of Certificates evidencing in the aggregate entitled to more than 50% of Percentage Interest the Voting Rights of all of the Certificates may at any time remove the Trustee and appoint a successor trustee Trustee by written instrument or instruments, in triplicateseven originals, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor Trustee so appointedappointed and a copy thereof shall be delivered to the Companion Loan Noteholders. In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans or Serviced Whole Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts accrued or owing to it under this Agreement, plus interest at the Advance Rate on all such amounts until received to the extent such amounts bear interest as provided in this Agreement, with respect to periods prior to the date of such termination or removal). Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective upon until acceptance of appointment by the successor trustee Trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Servicer and each Rating Agencythe Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders and the Classes of Certificates that have been ratedServicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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 trusteesuccessor. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteesuccessor. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee shall serve for the duration of the Trust and until the effective date of the Trustee, and any co-trustee ’s resignation. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written upon sixty (60) days’ prior notice thereof to the DepositorSponsor, the Servicer and each Rating Agency. Upon receiving such notice of resignation, the Depositor which shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been ratedsuccessor. If no successor trustee shall have has been so appointed and have accepted appointment by the Sponsor within thirty such sixty (3060) days after the giving of such notice of resignationday period, the resigning Trustee may may, at the expense of the Trust, petition any a court of competent jurisdiction for the appointment of to appoint a successor trustee. If at Any Person into which the Trustee may be merged or with which it may be consolidated, or any time, Person resulting from any merger or consolidation to which the Trustee shall cease be a party, or any Person which succeeds to all or substantially all of the corporate trust business of the Trustee, shall be the successor Trustee under this Amended and Restated Declaration of Trust without the execution, delivery or filing of any paper or instrument or further act to be done on the part of the parties hereto, except as may be required by applicable law. Any successor Trustee shall file any necessary amendments to the Certificate of Trust with the Secretary of State. Any successor trustee appointed pursuant to this ARTICLE IX shall be eligible to act in such capacity in accordance with this Amended and Restated Declaration of Trust and, following compliance with this ARTICLE IX, shall become fully vested with the provisions rights, powers, duties and obligations of Section 10.06 its predecessor under this Amended and Restated Declaration of Trust, with like effect as if it was originally named as trustee. Any such successor trustee shall fail notify the Trustee of its appointment by providing a written instrument to resign after written request therefor by the Depositor, or if at any Trustee. At such time the Trustee shall become incapable be discharged of acting, or shall be adjudged bankrupt or insolvent, or a receiver its duties herein. The respective obligations and responsibilities of the Trustee created hereby shall terminate after the payment of all claims, obligations and liabilities of the Trust pursuant to the instructions of the Sponsor as to the disposition of the assets in the Trust Property. After payment to the Sponsor of all amounts held by or of its property shall be appointed, or any public officer shall take charge or control on behalf of the Trustee or and required to be paid to the Sponsor hereunder on the termination of its property or affairs for the purpose of rehabilitationTrust, conservation or liquidation, then the Depositor may remove the Trustee and appoint a successor trustee by Sponsor shall provide written instrument, in duplicate, one copy of which instrument shall be delivered confirmation to the Trustee so removed and one copy to the successor trustee. The Holders of Certificates evidencing in the aggregate more than 50% of Percentage Interest may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written noticeTrust has terminated.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created pursuant to the Pooling and Servicing Agreement by giving written notice thereof of such resignation to the Depositor, the Master Servicer and each Rating Agencyto all related Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that Trustee. A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders and to the Classes of Certificates that have been ratedMaster Servicer by the Depositor. If no successor trustee Trustee shall have been so appointed and have accepted appointment within thirty (30) 30 days after the resigning Trustee's 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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 hereof and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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 liquidationliquidation thereof, then the Depositor may remove the Trustee and appoint a successor trustee Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteeTrustee. A copy of such instrument shall be delivered to the Certificateholders and to the Master Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may remove the Trustee at any time remove the Trustee and appoint a successor trustee Trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and to the Master Servicer by the Depositor. If the Holders remove the Trustee otherwise than for reasonable cause based upon the Trustee's failure to continue to meet the eligibility requirements set forth in Section 8.06 above or the Trustee's failure to perform its duties as described herein, then the Holders so removing the Trustee shall bear any and all costs and expenses arising from such removal and substitution. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee Trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee Trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08 hereof.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee may Trustee at any time may resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorVanderbilt, the Servicer and each the Rating AgencyAgencies. Upon receiving such notice of resignation, the Depositor Vanderbilt promptly shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 and shall fail to resign after written request therefor by the DepositorVanderbilt, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Vanderbilt may remove the Trustee and appoint a successor trustee 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. The Holders of Certificates evidencing in the aggregate more than 50% of Percentage Interest the Trust Fund may remove the Trustee at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders Certificateholders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorVanderbilt, one complete set to the Trustee so removed and one complete set to the successor so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorServicer, the Servicer Certificate Insurer and each Rating Agencyto all Certificateholders. Upon receiving such notice of resignation, the Depositor shall Servicer shall, with the consent of the Certificate Insurer, promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument Instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in instrument shall be delivered to the Certificateholders by the Servicer. Unless a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 SECTION 12.06 and shall fail to resign after written request therefor by the DepositorServicer, the Certificate Insurer or the Majority in Aggregate Voting Interest, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Servicer may remove the Trustee and appoint shall, within 30 days after such removal, appoint, subject to the approval of the Certificate Insurer, which approval shall not be unreasonably withheld, a successor trustee 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. A copy of such instrument shall be delivered to the Certificateholders by the Servicer. The Holders of Certificates evidencing Majority in Aggregate Voting Interest or, if the aggregate more than 50% of Percentage Interest Trustee fails to perform in accordance with this Agreement, the Certificate Insurer may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, or by the Certificate Insurer, as the case may be, one complete set of which instruments shall be delivered to the DepositorServicer, one complete set to the Trustee so removed and one complete set to the successor Successor Trustee so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written noticeSECTION 12.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorServicer, the Servicer and each Rating Agencyto all Certificateholders. Upon receiving such notice of resignation, the Depositor Servicer shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in instrument shall be delivered to the Certificateholders by the Servicer. Unless a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 12.06 and shall fail to resign after written request therefor by the DepositorServicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Servicer may remove the Trustee and appoint a successor trustee 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. A copy of such instrument shall be delivered to the Certificateholders by the Servicer. The Holders Majority Certificateholders, upon satisfaction of Certificates evidencing in the aggregate more than 50% of Percentage Interest Rating Agency Condition, may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorServicer, one complete set to the Trustee so removed and one complete set to the successor Trustee so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice12.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee the Trust Administrator. Either of the Trustee or the Trust Administrator may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Servicer and each Rating Agencythe Certificateholders and, if the Trustee is resigning, to the Trust Administrator, or, if the Trust Administrator is resigning, to the Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee trust administrator (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator and one copy to the successor trustee; provided that trustee or trust administrator, as applicable. A copy of such appointment does not result in a reduction instrument shall be delivered to the Certificateholders, the Trustee or withdrawal of Trust Administrator, as applicable, and the rating of any of Servicer by the Classes of Certificates that have been ratedDepositor. If no successor trustee or trust administrator shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor trusteetrustee or trust administrator, as applicable. If at any time, time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorDepositor (or in the case of the Trust Administrator, the Trustee), or if at any time the Trustee or the Trust Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor (or in the case of the Trust Administrator, the Trustee) may remove the Trustee or the Trust Administrator, as applicable, and appoint a successor trustee or trust administrator (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or Trust Administrator so removed and one copy to the successor trusteetrustee or trust administrator. A copy of such instrument shall be delivered to the Certificateholders, the Trustee or the Trust Administrator, as applicable, and the Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee or trust administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or the Trust Administrator, as the case may be, so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust 135 Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or any resignation of any co-trustee the Trust Administrator and appointment of a successor trustee or co-trustee trust administrator, as the case may be, pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee or trust administrator as provided in Section 10.088.08. Notwithstanding the foregoing, or upon acceptance in the event the Trust Administrator advises the Trustee that it is unable to continue to perform its obligations pursuant to the terms of this Agreement prior to the appointment by of a co-trustee, as applicable, unless with respect to a co-trusteesuccessor, the Trustee receives written notice shall be obligated to perform such obligations until a new trust administrator is appointed. Such performance shall be without prejudice to any claim by a party hereto or beneficiary hereof resulting from each Rating Agency that the failure Trust Administrator's breach of its obligations hereunder. As compensation therefor, the Trustee shall be entitled to appoint a successor co-trustee all fees the Trust Administrator would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written noticeentitled to if it had continued to act hereunder.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof of resignation to the Depositor, the Servicer Seller, the Servicers, the Special Servicer, the Swap Counterparty and each Rating AgencyAgency not less than 60 days before the date specified in such notice, when, subject to Section 8.08, such resignation is to take effect, and acceptance by a successor trustee in accordance with Section 8.08 meeting the qualifications set forth in Section 8.06. Upon receiving such If the Trustee gives notice of such resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignationresignation or removal (as provided below), the resigning or removed Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor thereto by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged as 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 a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located and the imposition of such tax would be avoided by the appointment of a different trustee, then the Depositor may remove the Trustee and appoint a successor trustee by written instrument, in duplicatea sufficient number of copies to provide one copy of to the Trustee, one copy of which instrument shall be delivered to each Servicer, one copy to the Trustee so removed Seller, one copy to the Swap Counterparty and one copy to the successor trustee. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered by the successor Trustee to the Depositor, the Servicers and the Seller, one complete set to the Trustee so removed and one complete set to the successor so appointed. Notice of any removal of the Trustee shall be given to each Rating Agency by the successor trustee. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section 8.07 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Seller, the Master Servicer, the Backup Servicer, each Servicer and each the Rating Agency. Upon receiving such notice of resignationresignation of the Trustee, the Depositor shall promptly appoint a successor trustee or co-trustee Trustee that meets the requirements in Section 9.07, by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been ratedTrustee. If no successor trustee Trustee shall have been so appointed and have having accepted appointment within thirty (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 trusteeTrustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 and shall fail to resign after written request therefor by the Depositor, 9.07 hereof or if at any time the Trustee shall become incapable of actingbe 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, then the Depositor may remove the Trustee. If the Depositor removes the Trustee and under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor trustee Trustee that meets the requirements of Section 9.07, by written instrument, in duplicate, one copy of which instrument shall be delivered to the successor Trustee so removed and one copy to each of the successor trusteeMaster Servicer, the Backup Servicer and each Servicer. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders, the Trustee and the Master Servicer, the Backup Servicer and each Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee Trustee pursuant to any of the provisions of this Section 9.08 shall not become effective upon until acceptance of appointment by the successor trustee Trustee, as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice9.10 hereof.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created pursuant to the Trust Agreement by giving written notice thereof to the DepositorSaxon, the Servicer Master Servicer, the Certificate Insurer and each Rating Agencyall Certificateholders. Upon receiving such notice of resignation, the Depositor Saxon shall promptly promptly, subject to Section 1.03 hereof, appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . Saxon shall deliver a copy of such appointment does not result in a reduction or withdrawal of instrument to the rating of any of Certificateholders, the Classes of Certificates that have been ratedMaster Servicer and each Servicer. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 hereof and shall fail to resign after written request therefor by the DepositorSaxon, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Saxon, subject to Section 1.03 hereof, may remove the Trustee and appoint a successor trustee 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. The Saxon shall also deliver a copy of such instrument to the Certificateholders, the Master Servicer and each Servicer. Subject to Section 1.03 hereof, the Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositoreach of Saxon, one complete set to the Trustee so removed and one complete set to the successor so appointed. Saxon shall deliver a copy of such instruments to the Certificateholders, the Master Servicer and each Servicer. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section 8.07 shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08 hereof.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, each Special Servicer and each Rating Agency. Upon receiving such notice of resignation, the Depositor Fiscal Agent shall also be deemed to have been removed and, accordingly, the Master Servicer shall promptly appoint a successor trustee Trustee, which appointment of successor Trustee shall not result, in and of itself, in a downgrading, withdrawal or coqualification of the rating then assigned by the Rating Agencies to any Class of the Certificates as confirmed in writing by each of the Rating Agencies, and a successor Fiscal Agent, which, if the successor Trustee is not rated by each Rating Agency in one of its two highest long-trustee term unsecured debt rating categories, shall be confirmed in writing by each of the Rating Agencies that such appointment of successor Fiscal Agent shall not result, in and of itself, in a downgrading, withdrawal or qualification of the rating then assigned by such Rating Agency to any Class of the Certificates by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the resigning Trustee and one Trustee, with a copy to the fiscal agent deemed removed, and the successor trustee; provided that such appointment does not result in a reduction or withdrawal of Trustee and successor Fiscal Agent. Notwithstanding the rating of any of the Classes of Certificates that have been rated. If foregoing, if no successor trustee Trustee and Fiscal Agent shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Trustee and departing Fiscal Agent may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee and successor Fiscal Agent. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.6 and shall fail to resign after written request therefor by the DepositorDepositor or Master Servicer, or if at any time the Trustee or the Fiscal Agent shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Fiscal Agent or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Fiscal Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Master Servicer may remove the Trustee and the Fiscal Agent and shall promptly appoint a successor trustee Trustee and successor Fiscal Agent by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee and the Fiscal Agent so removed and one copy to the successor trusteeTrustee and successor Fiscal Agent. The Holders of Certificates evidencing in entitled to a majority of the aggregate more than 50% of Percentage Interest Voting Rights may at any time remove the Trustee and the Fiscal Agent (and any removal of the Trustee shall be deemed to be a removal also of the Fiscal Agent) and appoint a successor trustee Trustee and successor Fiscal Agent (each meeting the requirements of Section 8.8) by written instrument or instruments, in triplicateeight originals, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Master Servicer, one complete set to each Special Servicer, one complete set to the Trustee so removed removed, one complete set to the Fiscal Agent deemed removed, one complete set to the successor Trustee so appointed and one complete set to the successor Fiscal Agent so appointed. No such removal shall be effective until the Trustee and Fiscal Agent receive payment or reimbursement of (i) all fees, costs and expenses owed to them prior to the effectiveness of such removal, the costs and expenses incurred by them in connection with such removal and transfer of documents contemplated in Section 8.8, and (ii) unreimbursed Advances and interest thereon at the Reimbursement Rate to the date of reimbursement. In the event of the resignation or removal of the Trustee, the Fiscal Agent shall be entitled to resign, it being understood that the initial Fiscal Agent shall not be obligated to act in such capacity hereunder at any time that LaSalle National Bank is not the Trustee. Any resignation or removal of the Trustee or any resignation of any co-trustee and Fiscal Agent and appointment of a successor Trustee and, if such trustee or cois not rated by each Rating Agency in one of its two highest long-trustee term unsecured debt rating categories, a successor Fiscal Agent pursuant to any of the provisions of this Section 8.7 shall not become effective upon until acceptance of appointment by the successor trustee Trustee and, if necessary, Fiscal Agent as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.8.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Servicer Servicer, FSA and each Rating Agencythe Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . The Depositor shall deliver a copy of such appointment does not result in a reduction or withdrawal of instrument to the rating of any of Certificateholders, FSA and the Classes of Certificates that have been ratedServicer. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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 trusteesuccessor. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee with the consent of FSA and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteesuccessor. The Depositor shall deliver a copy of such instrument to the Certificateholders and the Servicer. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights with the consent of FSA may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. The Depositor shall deliver a copy of such instrument to the Certificateholders, FSA and the Servicer. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorMaster Servicer; with a copy to the Rating Agencies, the Servicer Certificate Insurer and each the Swap Provider; provided, that such resignation shall not be effective until successor trustee is appointed and accepts appointment in accordance with the following provisions; provided, however, that the resigning trustee shall not resign and be discharged from the trusts hereby created until such time as the Rating AgencyAgency rating the Certificates and the Certificate Insurer approves the successor trustee. Upon receiving such notice of resignation, the Depositor Master Servicer shall promptly appoint a successor trustee or co-trustee who meets the eligibility requirements of Section 8.06 by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the resigning Trustee trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Trustee trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorMaster Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Master Servicer with the consent of the Certificate Insurer (so long as no Insurer Default has occurred and is continuing), which consent shall not be unreasonably withheld, may remove the Trustee and appoint a successor trustee who meets the eligibility requirements of Section 8.06 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. The Holders of Certificates evidencing in the aggregate more than 50% of Percentage Interest may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within 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 trustee. If at any time, the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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. The Holders of Certificates evidencing in the aggregate more than 50% of Percentage Interest with respect to a particular Mortgage Pool may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer, the Special Servicer and each Rating Agency. Upon receiving such notice of resignation, the Depositor Fiscal Agent shall also be deemed to have been removed and, accordingly, the Servicer shall promptly appoint a successor trustee Trustee, the appointment of which would not, as evidenced in writing, in and of itself, result in a downgrade, qualification or cowithdrawal by any Rating Agency of the then current ratings assigned to the Certificates, and a successor Fiscal Agent (if necessary to satisfy the requirements contained in Section 8.06), the appointment of which, if the successor Trustee is not rated by each Rating Agency in one of its two highest long-trustee term debt rating categories, would not, as evidenced in writing, in and of itself, result in a downgrade, qualification or withdrawal by any Rating Agency of the then current ratings assigned to the Certificates), by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the resigning Trustee and one Trustee, with a copy to the Fiscal Agent deemed removed, and the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been ratedTrustee and successor Fiscal Agent. If no successor trustee Trustee and successor Fiscal Agent shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Trustee and the Fiscal Agent may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee and successor Fiscal Agent. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorDepositor or Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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 upon a confirmation in writing by any Rating Agency that not terminating the Trustee, or the Fiscal Agent, as applicable, would, in and of itself, cause the then-current rating assigned to any class of Certificates to be qualified, withdrawn or downgraded, then the Depositor or the Servicer may remove the Trustee and the Fiscal Agent and the Servicer shall promptly appoint a successor trustee Trustee and successor Fiscal Agent by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee and the Fiscal Agent so removed and one copy to the successor trusteeTrustee and the successor Fiscal Agent. The Holders of Certificates evidencing in the aggregate more than entitled to at least 50% of Percentage Interest the Voting Rights may at any time remove the Trustee and the Fiscal Agent (and any removal of the Trustee shall be deemed to be a removal also of the Fiscal Agent) and appoint a successor trustee Trustee and successor Fiscal Agent by written instrument or instruments, in triplicateseven originals, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Servicer, one complete set to the Trustee so removed removed, one complete set to the Fiscal Agent deemed removed, one complete set to the successor Trustee so appointed and one complete set to the successor Fiscal Agent so appointed. In the event of removal of the Trustee the Fiscal Agent shall be deemed to have been removed. In the event that the Trustee or Fiscal Agent is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts accrued or owing to it under this Agreement, plus interest at the Advance Rate on all such amounts until received to the extent such amounts bear interest as provided in this Agreement, with respect to periods prior to the date of such termination or removal). Any resignation or removal of the Trustee or any resignation of any co-trustee and Fiscal Agent and appointment of a successor Trustee and, if such trustee or cois not rated by each Rating Agency in one of its two highest long-trustee term debt rating categories, a successor Fiscal Agent pursuant to any of the provisions of this Section 8.07 shall not become effective upon until acceptance of appointment by the successor trustee Trustee and, if necessary, successor Fiscal Agent as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Servicer Master Servicer, the Trust Administrator, the Servicers and each Rating Agencythe Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . The Depositor shall deliver a copy of such appointment does not result in a reduction or withdrawal of instrument to the rating of any of Certificateholders and the Classes of Certificates that have been ratedServicer. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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 trusteesuccessor. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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 liquidationliquidation or the Trustee has failed to deliver when required an Accountant’s Attestation as required by Section 3.21(iii)(b), then the Depositor may remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteesuccessor. The Depositor shall deliver a copy of such instrument to the Certificateholders and the Servicer. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. The Depositor shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Certificate Insurer, the Master Servicer and each Rating Agencyto the Certificateholders. Upon receiving such notice of resignation, the Depositor shall shall, with the written consent of the Certificate Insurer, promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders, the Classes of Certificates that have been ratedCertificate Insurer, and the Master Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorDepositor or the Certificate Insurer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor with the consent of the Certificate Insurer may remove the Trustee and appoint a successor trustee 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. The A copy of such instrument shall be delivered to the Certificateholders, the Certificate Insurer and the Master Servicer by the Depositor. Subject to Section 11.09(d), the Certificate Insurer or the Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights, with the written consent of the Certificate Insurer, may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by the Certificate Insurer or such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders, the Certificate Insurer and the Master Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorServicer, the Servicer SBA, and each Rating Agencyto all Certificateholders. Upon receiving such notice of resignation, the Depositor Servicer shall with the consent of the SBA promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in instrument shall be delivered to the Certificateholders by the Servicer. Unless a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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 the resigning Trustee fails to petition an appropriate court, the SBA may, after such 60 day period, petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 12.06 and shall fail to resign after written request therefor by the DepositorServicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Servicer may remove the Trustee and appoint appoint, subject to the approval of the SBA, a successor trustee 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. The Holders A copy of Certificates evidencing in the aggregate more than 50% of Percentage Interest may at any time remove the Trustee and appoint a successor trustee by written such instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to Certificateholders and the Trustee so removed and one complete set to the successor so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment SBA by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written noticeServicer.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee the Trust Administrator. Either of the Trustee or the Trust Administrator may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Servicer and each Rating Agencythe Certificateholders and, if the Trustee is resigning, to the Trust Administrator, or, if the Trust Administrator is resigning, to the Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee trust administrator (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator and one copy to the successor trustee; provided that trustee or trust administrator, as applicable. A copy of such appointment does not result in a reduction instrument shall be delivered to the Certificateholders, the Trustee or withdrawal of Trust Administrator, as applicable, and the rating of any of Servicer by the Classes of Certificates that have been ratedDepositor. If no successor trustee or trust administrator shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor trusteetrustee or trust administrator, as applicable. If at any time, time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorDepositor (or in the case of the Trust Administrator, the Trustee), or if at any time the Trustee or the Trust Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor (or in the case of the Trust Administrator, the Trustee) may remove the Trustee or the Trust Administrator, as applicable, and appoint a successor trustee or trust administrator (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or Trust Administrator so removed and one copy to the successor trusteetrustee or trust administrator. A copy of such instrument shall be delivered to the Certificateholders, the Trustee or the Trust Administrator, as applicable, and the Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least [__]% of Percentage Interest the Voting Rights may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee or trust administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or the Trust Administrator, as the case may be, so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or any resignation of any co-trustee the Trust Administrator and appointment of a successor trustee or co-trustee trust administrator, as the case may be, pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee or trust administrator as provided in Section 10.088.08. Notwithstanding the foregoing, or upon acceptance in the event the Trust Administrator advises the Trustee that it is unable to continue to perform its obligations pursuant to the terms of this Agreement prior to the appointment by of a co-trustee, as applicable, unless with respect to a co-trusteesuccessor, the Trustee receives written notice shall be obligated to perform such obligations until a new trust administrator is appointed. Such performance shall be without prejudice to any claim by a party hereto or beneficiary hereof resulting from each Rating Agency that the failure Trust Administrator's breach of its obligations hereunder. As compensation therefor, the Trustee shall be entitled to appoint a successor co-trustee all fees the Trust Administrator would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written noticeentitled to if it had continued to act hereunder.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created pursuant to the Trust Agreement by giving written notice thereof to the DepositorSaxon, the Master Servicer and each Rating Agencyall Certificateholders. Upon receiving such notice of resignation, the Depositor Saxon shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . Saxon shall deliver a copy of such appointment does not result in a reduction or withdrawal of instrument to the rating of any of Certificateholders, the Classes of Certificates that have been ratedMaster Servicer and each Servicer. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 hereof and shall fail to resign after written request therefor by the DepositorSaxon, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Saxon may remove the Trustee and appoint a successor trustee 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. Saxon shall also deliver a copy of such instrument to the Certificateholders, the Master Servicer and each Servicer. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositoreach of Saxon, one complete set to the Trustee so removed and one complete set to the successor so appointed. Saxon shall deliver a copy of such instruments to the Certificateholders, the Master Servicer and each Servicer. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section 8.07 shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08 hereof.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created pursuant to the Trust Agreement by giving sixty (60) days prior written notice thereof to the Depositor, the Master Servicer and each Rating Agencyto all Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Depositor, the Classes of Certificates that have been ratedCertificateholders, the Master Servicer, the Securities Administrator and each Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within 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 trustee. If at any time, the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 and shall fail to resign after written request therefor by the Depositor, or if The Depositor may at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee by upon sixty (60) days prior written instrumentnotice, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. If the Depositor executes such an instrument, then the Depositor shall deliver a copy of such instrument to the Certificateholders, the Trustee, the Master Servicer, the Securities Administrator and each Servicer. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, one complete set to the Trustee so removed and one complete set the successor trustee so appointed. A copy of such instrument shall be delivered to the successor so appointedCertificateholders, the Master Servicer, the Securities Administrator and each Servicer and Seller by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice9.08 hereof.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee may Trustee at any time may resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorContract Seller, the Servicer Servicer, the Insurer, the LOC Provider and each Rating Agency. Upon receiving such notice of resignation, the Depositor Contract Seller, with the consent of the Insurer which consent shall not be unreasonably withheld (provided that if an Insurer Default has occurred and is continuing, no such consent needs to be obtained and the Trustee shall instead obtain the consent of the LOC Provider, provided that if an LOC Default has occurred and is continuing no such consent needs to be obtained) shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 9.06 and shall fail to resign after written request therefor by the DepositorContract Seller, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Contract Seller may remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteetrustee and the Certificateholders. The Holders of Certificates evidencing in the aggregate more Fractional Interests aggregating not less than 50% of Percentage Interest may remove the Trustee at any time remove the Trustee and appoint a successor trustee reasonably satisfactory to the Insurer (provided that if an Insurer Default has occurred and is continuing, no consent of the Insurer needs to be obtained and the consent of the LOC Provider shall instead be obtained, provided that if an LOC Default has occurred and is continuing no such consent needs to be obtained) by written instrument or instruments, in triplicate, signed by such Holders Certificateholders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorContract Seller, one complete set to the Trustee so removed and one complete set to the successor so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section 9.07 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice9.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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 10.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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. The Holders of Certificates evidencing in the aggregate more than 50% of Percentage Interest may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice. Notwithstanding any resignation or removal of the Trustee or any co-trustee, the Trustee (or such co-trustee) shall retain any and all rights it may have hereunder against any Person for any compensation, indemnity or reimbursement of fees and expenses.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Servicer and each Rating Agencythe Certificateholders. Upon receiving such notice of resignationresignation of the Trustee, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders, the Classes of Certificates that have been ratedTrustee and the Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignationresignation or removal, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 66% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may -------------------------------------- at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorCompany, the Servicer Master Servicer, any Sub-Servicer, the Certificate Insurer, the Surety and each the Rating Agency. Upon receiving such notice of resignation, the Depositor Company shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of the Class A Certificates, and provided further, that, so long as such consent is not unreasonably withheld, the Certificate Insurer and the Surety consents to such appointment. The Company shall make a good faith effort to appoint a successor within 30 days of its receipt of such notice. If the Company does not appoint a successor Trustee within such 30 day period and it is not making a good faith effort to appoint a successor Trustee, then the Certificate Insurer or the Surety may appoint a successor Trustee. The Master Servicer shall indemnify the Trustee for any loss, liability, or expense incurred as a result of the Classes of Certificates that have been ratedCompany's failure to make a good faith effort to appoint a successor Trustee. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 10.06, (ii) the Company has delivered to the Trustee a letter from any Rating Agency to the effect that the rating of the Class A Certificates has been or is about to be reduced or withdrawn on account of a reduction in the long-term credit rating of the Trustee or the parent of the Trustee (if (a) the Trustee proposes to the Company and the Master Servicer to enter into an agreement with the Trustee, and the Company and the Master Servicer, each in its sole discretion, elect to enter into such agreement and (b) such agreement is consented to by the Certificate Insurer and the Surety Provider and is satisfactory to the Rating Agencies without resulting in a reduction in or withdrawal of any rating of the Class A Certificates, then upon the execution and delivery of such agreement the Company shall not request such resignation pursuant to this clause (ii)), and the Trustee shall fail to resign after written request therefor by the DepositorCompany, or if at any time (iii) the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Company may remove the Trustee and appoint a successor trustee 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. The Holders of Certificates evidencing in the aggregate more than 50% of Percentage Interest the Trust Fund (on the basis of the outstanding principal balances of the Certificates) may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorCompany, one complete set to the Trustee so removed and one complete set to the successor so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Servicer Servicer, the Certificate Insurer and each Rating Agencythe Certificateholders. Upon receiving such notice of resignationresignation of the Trustee, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders, the Classes of Certificates that have been ratedCertificate Insurer, the Trustee and the Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignationresignation or removal, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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. A copy of such instrument shall be delivered to the Certificateholders, the Certificate Insurer and the Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Certificate Insurer, the Master Servicer and each Rating Agencythe Certificateholders. Upon receiving such notice of resignationresignation of the Trustee, the Depositor shall with the Certificate Insurer consent promptly appoint a successor trustee or co-trustee acceptable to the NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders, the Classes of Certificates that Certificate Insurer, the Trustee and the Master Servicer by the Depositor. If no successor Trustee shall have been ratedso appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee acceptable to the NIMS Insurer. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the Depositor, the Certificate Insurer or the NIMS Insurer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its respective property shall be appointed, or any public officer shall take charge or control of the Trustee or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the NIMS Insurer may remove the Trustee and appoint a successor trustee acceptable to the NIMS Insurer and the Certificate Insurer 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. A copy of such instrument shall be delivered to the Certificateholders, the Certificate Insurer and the Master Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee and appoint a successor trustee acceptable to the NIMS Insurer by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders, the Certificate Insurer and the Master Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer and each Rating Agencyto all Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders and the Classes of Certificates that have been ratedMaster Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, to the Master Servicer and each Rating Agencyto the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders, the Classes of Certificates that have been ratedTrustee and the Master Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Trustee may may, at the expense of the Trust Fund, petition any court of competent jurisdiction for the appointment of a successor trusteetrustee or Trustee, as applicable. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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. A copy of such instrument shall be delivered to the Certificateholders, the Trustee and the Master Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer and each Rating Agencyto all Certificateholders; provided, that such resignation shall not be effective until a successor trustee is appointed and accepts appointment in accordance with the following provisions. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee who meets the eligibility requirements of Section 8.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders and the Classes of Certificates that have been ratedMaster Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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; provided, however, that the resigning Trustee shall not resign and be discharged from the trusts hereby created until such time as the Rating Agency rating the Certificates approves the successor trustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorDepositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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 if the rating of the long-term debt obligations of the Trustee is not acceptable to the Rating Agency in respect of mortgage pass- through certificates having a rating equal to the then current rating on the Certificates, then the Depositor may remove the Trustee and appoint a successor trustee who meets the eligibility requirements of Section 8.06 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. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorMaster Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Seller, the Servicing Administrator, the Backup Servicer, the Servicer and each the Rating Agency. Upon receiving such notice of resignationresignation of the Trustee, the Depositor shall promptly appoint a successor trustee or co-trustee Trustee that meets the requirements in Section 9.07, by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been ratedTrustee. If no successor trustee Trustee shall have been so appointed and have having accepted appointment within thirty (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 trusteeTrustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 and shall fail to resign after written request therefor by the Depositor, 9.07 hereof or if at any time the Trustee shall become incapable of actingbe 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, then the Depositor may remove the Trustee. If the Depositor removes the Trustee and under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor trustee Trustee that meets the requirements of Section 9.07, by written instrument, in duplicate, one copy of which instrument shall be delivered to the successor Trustee so removed and one copy to each of the successor trusteeServicing Administrator, the Backup Servicer and the Servicer. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders, the Trustee and the Servicing Administrator, the Backup Servicer and the Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee Trustee pursuant to any of the provisions of this Section 9.08 shall not become effective upon until acceptance of appointment by the successor trustee Trustee, as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice9.10 hereof.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee may Trustee at -------------------------------------- any time may resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorCompany, the Servicer and each the Rating AgencyAgencies. Upon receiving such notice of resignation, the Depositor Company promptly shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 and shall fail to resign after written request therefor by the DepositorCompany, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Company may remove the Trustee and appoint a successor trustee 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. The Holders of Certificates evidencing in the aggregate more than 50% of Percentage Interest the Trust Fund may remove the Trustee at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders Certificateholders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorCompany, one complete set to the Trustee so removed and one complete set to the successor so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Servicer and each Rating Agencythe Certificateholders not less than __ days before the date of resignation specified in such notice. Upon receiving such notice of resignationresignation of the Trustee, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been ratedTrustee. If no successor trustee shall have been so appointed and have accepted appointment within thirty (30) days after the giving A copy of such notice of resignationinstrument shall be delivered to the Certificateholders, the resigning Trustee may petition any court of competent jurisdiction for and the appointment of a successor trusteeServicer by the Depositor. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its respective property shall be appointed, or any public officer shall take charge or control of the Trustee or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Trustee and appoint a successor trustee Trustee, 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. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. If no successor Trustee shall have been so appointed and 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. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee Trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee may Trustee at any time may resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorContract Seller, the Servicer Servicer, the Insurer, the Swap Counterparty and each Rating Agency. Upon receiving such notice of resignation, the Depositor Contract Seller, with the consent of the Insurer (provided that if an Insurer Default has occurred and is continuing, no such consent needs to be obtained and the Trustee shall instead obtain the consent of the Swap Counterparty, provided that if a Swap Default has occurred and is continuing no such consent needs to be obtained) shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 9.06 and shall fail to resign after written request therefor by the DepositorContract Seller, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Contract Seller may remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteetrustee and the Certificateholders. The Holders of Certificates evidencing in the aggregate more Fractional Interests aggregating not less than 50% of Percentage Interest may remove the Trustee at any time remove the Trustee and appoint a successor trustee reasonably satisfactory to the Insurer (provided that if an Insurer Default has occurred and is continuing, no consent of the Insurer needs to be obtained and the consent of the Swap Counterparty shall instead be obtained, provided that if a Swap Default has occurred and is continuing no such consent needs to be obtained) by written instrument or instruments, in triplicate, signed by such Holders Certificateholders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorContract Seller, one complete set to the Trustee so removed and one complete set to the successor so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section 9.07 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice9.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Master Servicer, the Depositor, the Servicer Servicer, CIFG and each Rating Agencythe Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . The Depositor shall deliver a copy of such appointment does not result in a reduction or withdrawal of instrument to the rating of any of Certificateholders, CIFG and the Classes of Certificates that have been ratedServicer. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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 trusteesuccessor. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee with the consent of CIFG and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteesuccessor. The Depositor shall deliver a copy of such instrument to the Certificateholders and the Servicer. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights with the consent of CIFG may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. The Depositor shall deliver a copy of such instrument to the Certificateholders, CIFG and the Servicer. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer and each Rating Agencyto all Certificateholders. Upon receiving such notice of resignation, the Depositor Servicer shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in instrument shall be delivered to the Certificateholders by the Servicer. Unless a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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 the resigning Trustee fails to petition an appropriate court, the Class R-1 Certificateholder may, after such 60 day period, petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 12.06 and shall fail to resign after written request therefor by the DepositorServicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Servicer may remove the Trustee and appoint a successor trustee 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. A copy of such instrument shall be delivered to the Certificateholders by the Servicer. The Holders of Certificates evidencing in the aggregate more than 50% of Percentage Interest Majority Certificateholders may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorServicer, one complete set to the Trustee so removed and one complete set to the successor Trustee so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice12.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created pursuant to the Trust Agreement by giving written notice thereof to the Depositor, the Servicer Securities Administrator and each Rating Agencyto all Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Depositor, the Classes of Certificates that have been ratedCertificateholders and each Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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 10.06 and shall fail to resign after written request therefor by the Depositor, or if The Depositor may at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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 the Depositor executes such an instrument, then the Depositor shall deliver a copy of such instrument to the Certificateholders, the Trustee and each Servicer. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, one complete set to the Trustee so removed and one complete set the successor trustee so appointed. A copy of such instrument shall be delivered to the successor so appointedCertificateholders and each Servicer and Seller by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08 hereof.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created pursuant to a Pooling and Master Servicing Agreement by giving written notice thereof to the DepositorCompany, the Master Servicer and each Rating Agencyto all Securityholders. Upon receiving such notice of resignation, the Depositor Company shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Securityholders, the Classes of Certificates that have been ratedMaster Servicer and each Servicer by the Company. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorCompany, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Company may remove the Trustee and appoint a successor trustee 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. A copy of such instrument shall be delivered to the Securityholders, the Master Servicer and each Servicer by the Company. The Holders of Certificates evidencing in the aggregate more than 50Securities entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorCompany, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed. A copy of such instrument shall be delivered to the Securityholders, the Master Servicer and each Servicer by the Company. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08 hereof.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created pursuant to the Trust Agreement by giving written notice thereof to the Depositor, the Master Servicer and each Rating Agencyto all Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Depositor, the Classes of Certificates that have been ratedMaster Servicer, the Securities Administrator, the Certificateholders and each Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty sixty (3060) 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 10.06 and shall fail to resign after written request therefor by the Depositor, or if The Depositor may at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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 the Depositor executes such an instrument, then the Depositor shall deliver a copy of such instrument to the Certificateholders, the Master Servicer, the Securities Administrator, the Trustee and each Servicer. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, one complete set to the Trustee so removed and one complete set the successor trustee so appointed. A copy of such instrument shall be delivered to the successor so appointedCertificateholders, the Master Servicer, the Securities Administrator and each Servicer and Seller by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice9.08 hereof.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorServicer, the Servicer Rating Agencies and each Rating Agencythe Certificate Insurer, not less than 60 days before the date specified in such notice when such resignation is to take effect. Upon receiving such notice of resignation, the Depositor Servicer shall promptly appoint a successor trustee or co-trustee which satisfies the eligibility requirements of Section 12.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in instrument shall be delivered to the Certificateholders and the Certificate Insurer by the Servicer. Unless a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 12.06 and shall fail to resign after written request therefor by any Servicer, or the DepositorCertificate Insurer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Servicer or the Certificate Insurer may remove the Trustee and appoint the Servicer shall, within 30 days after such removal, appoint, subject to the approval of the Certificate Insurer, which approval shall not be unreasonably withheld, a successor trustee which satisfies the eligibility requirements of Section 12.06 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. The Holders A copy of Certificates evidencing such instrument shall be delivered to the Certificateholders, each Rating Agency and the Certificate Insurer by the successor trustee. If the Trustee fails to perform in accordance with the aggregate more than 50% terms of Percentage Interest this Agreement, the Class 1A Majority Certificateholders and the Class 2A Majority Certificateholders or the Certificate Insurer may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorServicer, one complete set to the Trustee so removed and one complete set to the successor Trustee so appointed. A copy of such instrument shall be delivered to the Certificate Insurer by the Servicer. The Depositor may, in its discretion, remove the Trustee with the consent of the Certificate Insurer, which consent shall not be unreasonably withheld, without cause. The Servicer shall, within 30 days after such removal, appoint, subject to the approval of the Certificate Insurer, which approval shall not be unreasonably withheld, a successor trustee which satisfies the eligibility requirements of Section 12.06 by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee. A copy of such instrument shall be delivered to the Certificateholders, each Rating Agency and the Certificate Insurer by the successor trustee. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee which satisfies the eligibility requirements of Section 12.06 as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice12.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee the Trust Administrator. Either of the Trustee or the Trust Administrator may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Master Servicer and each Rating Agencythe Certificateholders and, if the Trustee is resigning, to the Trust Administrator, or, if the Trust Administrator is resigning, to the Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee trust administrator (which may be the same Person in the event the Trust Administrator resigns or is removed) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator and one copy to the successor trustee; provided that trustee or trust administrator, as applicable. A copy of such appointment does not result in a reduction instrument shall be delivered to the Certificateholders, the Trustee or withdrawal of Trust Administrator, as applicable, and the rating of any of Master Servicer by the Classes of Certificates that have been ratedDepositor. If no successor trustee or trust administrator shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor trusteetrustee or trust administrator, as applicable. If at any time, time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorDepositor (or in the case of the Trust Administrator, the Trustee), or if at any time the Trustee or the Trust Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor (or in the case of the Trust Administrator, the Trustee) may remove the Trustee or the Trust Administrator, as applicable, and appoint a successor trustee or trust administrator (which may be the same Person in the event the Trust Administrator resigns or is removed) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or Trust Administrator so removed and one copy to the successor trusteetrustee or trust administrator. A copy of such instrument shall be delivered to the Certificateholders, the Trustee or the Trust Administrator, as applicable, and the Master Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee or trust administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or the Trust Administrator, as the case may be, so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator. Any resignation or removal of the Trustee or any resignation of any co-trustee the Trust Administrator and appointment of a successor trustee or co-trustee trust administrator, as the case may be, pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee or trust administrator as provided in Section 10.088.08. Notwithstanding the foregoing, or upon acceptance in the event the Trust Administrator advises the Trustee that it is unable to continue to perform its obligations pursuant to the terms of this Agreement prior to the appointment by of a co-trustee, as applicable, unless with respect to a co-trusteesuccessor, the Trustee receives written notice shall be obligated to perform such obligations until a new trust administrator is appointed. Such performance shall be without prejudice to any claim by a party hereto or beneficiary hereof resulting from each Rating Agency that the failure Trust Administrator's breach of its obligations hereunder. As compensation therefor, the Trustee shall be entitled to appoint a successor co-trustee all fees the Trust Administrator would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written noticeentitled to if it had continued to act hereunder.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorMaster Servicer; with a copy to the Rating Agencies and the Swap Provider; PROVIDED, that such resignation shall not be effective until a successor trustee is appointed and accepts appointment in accordance with the Servicer following provisions; PROVIDED, HOWEVER, that the resigning Trustee shall not resign and each be discharged from the trusts hereby created until such time as the Rating AgencyAgency rating the Certificates approves the successor trustee. Upon receiving such notice of resignation, the Depositor Master Servicer shall promptly appoint a successor trustee or co-trustee who meets the eligibility requirements of Section 8.06 by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to each of the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorMaster Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Master Servicer with the consent of the Certificate Insurer, which consent shall not be unreasonably withheld, may remove the Trustee and appoint a successor trustee who meets the eligibility requirements of Section 8.06 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. The During the continuance of an Insurer Default, the Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights, may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorMaster Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Depositor by the Master Servicer. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Master Servicer, the Depositor, the Servicer Servicer, FSA and each Rating Agencythe Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . The Depositor shall deliver a copy of such appointment does not result in a reduction or withdrawal of instrument to the rating of any of Certificateholders, FSA and the Classes of Certificates that have been ratedServicer. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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 trusteesuccessor. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee with the consent of FSA and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trusteesuccessor. The Depositor shall deliver a copy of such instrument to the Certificateholders and the Servicer. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights with the consent of FSA may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. The Depositor shall deliver a copy of such instrument to the Certificateholders, FSA and the Servicer. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer Master Servicer, the Servicers and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within 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 trustee. If at any time, the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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. The Holders of Certificates evidencing in the aggregate more than 50% of Percentage Interest may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Master Servicer and each Rating Agencyto the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders and the Classes of Certificates that have been ratedMaster Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Servicer and each Rating Agencythe Certificateholders. Upon receiving such notice of resignationresignation of the Trustee, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders, the Classes of Certificates that have been ratedTrustee and the Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignationresignation or removal, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 66% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of 120 which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. Any resignation or removal A copy of such instrument shall be delivered to the Trustee or any resignation of any co-trustee Certificateholders and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment Servicer by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written noticeDepositor.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee the Trust Administrator. Either the Trustee or the Trust Administrator may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the NIMS Insurer, the Master Servicer and each Rating Agencythe Certificateholders. Upon receiving such notice of resignationresignation of the Trustee, the Depositor shall promptly appoint the Trust Administrator as successor trustee, and the Trust Administrator shall serve in such capacity so long as it continues to meet the eligibility requirements in Section 8.06 and is not otherwise legally prohibited from serving as Trustee. If the Trust Administrator is appointed successor trustee, it shall perform all obligations of the Trustee and the Trust Administrator set forth herein. If the Trust Administrator is unable to serve as successor trustee, the Depositor shall promptly appoint a successor trustee or co-trustee or, if applicable, a trust administrator acceptable to the NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator and one copy to the successor trustee; provided that trustee or trust administrator, as applicable. A copy of such appointment does not result in a reduction instrument shall be delivered to the Certificateholders, the Trustee or withdrawal of the rating of any of Trust Administrator, as applicable, and the Classes of Certificates that have been ratedMaster Servicer by the Depositor. If no successor trustee or trust administrator shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor trusteetrustee or trust administrator, as applicable. If at any time, time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor 147 by the DepositorDepositor (or in the case of the Trust Administrator, the Trustee) or the NIMS Insurer, or if at any time the Trustee or the Trust Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator, as the case may be, or of its respective property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator, as the case may be, or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the NIMS Insurer may remove the Trustee or the Trust Administrator, as applicable, and appoint a successor trustee or trust administrator, as applicable, acceptable to the NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or the Trust Administrator, as applicable, so removed and one copy to the successor trusteetrustee or trust administrator, as applicable. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights (or the NIMS Insurer upon failure of the Trustee or the Trust Administrator to perform its obligations hereunder) may at any time remove the Trustee or the Trust Administrator, as the case may be, and appoint a successor trustee or trust administrator, as applicable, acceptable to the NIMS Insurer by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or the Trust Administrator, as applicable, so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee the Trust Administrator and appointment of a successor trustee or co-trustee trust administrator, as applicable, pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee or trust administrator, as applicable, as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer Master Servicer, the Servicers and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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 10.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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. The Holders of Certificates evidencing in the aggregate more than 50% of Percentage Interest may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer and each Rating AgencyCompany. Upon receiving such notice of resignation, the Depositor Company shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorCompany, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Company may remove the Trustee and appoint a successor trustee 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. In addition, in the event that the Company determines that the Trustee has failed (i) to distribute or cause to be distributed to the Certificateholders any amount required to be distributed hereunder, if such amount is held by the Trustee or its Paying Agent (other than the Servicer or the Company or such Paying Agent (other than the Trustee) if selected by the Servicer or the Company) for distribution or (ii) to otherwise observe or perform in any material respect any of its covenants, agreements or obligations hereunder, and such failure shall continue unremedied for a period of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii) above) after the date on which written notice of such failure, requiring that the same be remedied, shall have been given to the Trustee by the Company, then the Company may remove the Trustee and appoint a successor trustee by written instrument delivered as provided in the preceding sentence. In connection with the appointment of a successor trustee pursuant to the preceding sentence, the Company shall, on or before the date on which any such appointment becomes effective, obtain from each Rating Agency written confirmation that the appointment of any such successor trustee will not result in the reduction of the ratings on any class of the Certificates below the lesser of the then current or original ratings on such Certificates. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorCompany, one complete set to the Trustee so removed and one complete set to the successor so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Either of the Trustee or the Trust Administrator may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, to the Servicer and each Rating Agency. Servicer, to the Certificateholders and, if the Trustee is resigning, to the Trust Administrator, or, if the Trust Administrator is resigning, to the Trustee.. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee trust administrator (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Trust Administrator and one copy to the successor trustee; provided that trustee or trust administrator, as applicable. A copy of such appointment does not result in a reduction instrument shall be delivered to the Certificateholders, the Trustee or withdrawal of the rating of any of Trust Administrator, as applicable, and the Classes of Certificates that have been ratedServicer by the Depositor. If no successor trustee or trust administrator shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor trusteetrustee or trust administrator, as applicable. If at any time, time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorDepositor (or in the case of the Trust Administrator, the Trustee), or if at any time the Trustee or the Trust Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor (or in the case of the Trust Administrator, the Trustee) may remove the Trustee or the Trust Administrator, as applicable, and appoint a successor trustee or trust administrator (which may be the same Person in the event both the Trustee and the Trust Administrator resign or are removed) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or the Trust Administrator, as the case may be, so removed and one copy to the successor trusteetrustee or trust administrator. A copy of such instrument shall be delivered to the Certificateholders, the Trustee or the Trust Administrator, as applicable, and the Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee or trust administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or the Trust Administrator, as the case may be, so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. In addition, if the Trustee has knowledge that the Trust Administrator has breached any of its duties under this Agreement, the Trustee may remove the Trust Administrator in the same manner as provided in the prior sentence. For purposes of this Section, the Trustee shall not be deemed to have knowledge of a breach by the Trust Administrator of any of its duties hereunder, unless a Responsible Officer of the Trustee, assigned to and working in the Trustee's Corporate Trust Office has actual knowledge thereof or unless written notice of any event which is in fact such a breach is received by the Trustee, and such notice references the Certificates, the Trust Fund or this Agreement. Any resignation or removal of the Trustee or any resignation of any co-trustee the Trust Administrator and appointment of a successor trustee or co-trustee the trust administrator, as the case may be, pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee or trust administrator as provided in Section 10.088.08. Notwithstanding the foregoing, or upon acceptance in the event the Trust Administrator advises the Trustee that it is unable to continue to perform its obligations pursuant to the terms of this Agreement prior to the appointment by of a co-trustee, as applicable, unless with respect to a co-trusteesuccessor, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of obligated to perform such written noticeobligations until a new trust administrator is appointed. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee Such performance shall be effective upon receipt without prejudice to any claim by a party hereto or beneficiary hereof resulting from the Trust Administrator's breach of such written noticeits obligations hereunder.

Resignation and Removal of the Trustee. Appointment of ------------------------------------------------------ Successor Trustee. ----------------- The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created as Trustee hereunder by giving written notice thereof of its election so to the Depositordo, the Servicer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee Depositor and one copy to the successor trustee; Rating Agency as provided that in Section 9.04 hereof, and such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee resignation shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for take effect upon the appointment of a successor trusteeTrustee and its acceptance of such appointment as hereinafter provided. If The Depositor may at any timetime (including such time as the Trustee fails to comply with Section 5.01) remove the Trustee as Trustee hereunder by written notice of its election to do so, delivered to the Trustee and the Rating Agency as provided in Section 9.04 hereof, and such removal shall take effect upon the appointment of a successor Trustee and its acceptance of such appointment as provided in the third succeeding paragraph; provided, however, that in the event of such removal, the Depositor shall negotiate in good faith with the Trustee in order to agree regarding payment of the termination costs of the Trustee resulting from such removal. Upon the designation of a successor Trustee following either resignation by or removal of the Trustee, the Trustee shall cease deliver to be eligible the successor Trustee all records relating to the Certificates in accordance with the provisions of Section 10.06 form and shall fail to resign after written request therefor manner then maintained by the DepositorTrustee, or if which shall include a hard copy thereof upon request of the successor Trustee. If at any time the Trustee shall become incapable of acting, acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or the Trustee shall fail to comply with Section 5.01, then any Holder of a Certificate with respect to a particular issue of Underlying Securities which has been such a Holder for at least six (6) months or the Holders of Outstanding Certificates representing ten percent (10%) of the Voting Rights for the Outstanding Certificates of a series which is outstanding at such time may, on behalf of himself, herself or themselves and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to the Underlying Securities evidenced by such Certificates and the appointment of a successor Trustee. In the event the Trustee resigns or is removed, the Trustee shall reimburse the Depositor may remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered for any fees or charges previously paid to the Trustee so removed in respect of duties not yet performed under this Agreement which remain to be performed by a successor Trustee and one copy to the Trustee shall promptly notify the Rating Agency of its resignation or removal and any successor trusteeTrustee shall promptly notify the Rating Agency of its appointment as provided in Section 9.04 hereof. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least 51% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and removed, one complete set to the successor trustee so appointed. Any A copy of such instrument shall be delivered to the Certificateholders by the Depositor. In case at any time the Trustee acting hereunder notifies the Depositor that it elects to resign or the Depositor notifies the Trustee that it elects to remove the Trustee as Trustee, the Depositor shall, within ninety (90) days after the delivery of the notice of resignation or removal removal, appoint a successor Trustee, which shall be a bank with trust powers or a trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000 and which is rated at least investment grade by the Rating Agency. If no successor Trustee has been appointed as successor Trustee within ninety (90) days after the Trustee has given written notice of its election to resign or the Depositor has given written notice to the Trustee of its election to remove the Trustee, as the case may be, the Trustee may petition any resignation court of any co-trustee and competent jurisdiction for the appointment of a successor trustee Trustee. Every successor Trustee shall execute and deliver to its predecessor and to the Depositor an instrument in writing accepting its appointment hereunder, and thereupon such successor Trustee, without any further act or co-trustee pursuant to any deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Trustee under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the provisions Depositor, shall execute and deliver an instrument transferring to such successor all rights, obligations and powers of this Section such predecessor hereunder, and shall become effective upon acceptance duly assign, transfer and deliver all right, title and interest in the Underlying Securities and parts thereof to such successor. Any successor Trustee shall promptly give notice of its appointment by to the Holders of Certificates for which it is successor trustee Trustee as provided in Section 10.08, 9.04 hereof. Any corporation into or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, which the Trustee receives written notice from each Rating Agency that may be merged, consolidated or converted shall be the failure to appoint a successor co-trustee would not result in a withdrawal of such Trustee without the execution or reduction of the rating filing of any of the Classes of Certificates that have been rated, in which case the resignation of document or any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written noticefurther act.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorMajority Certificateholders and the Servicer, which resignation shall be effective upon the Servicer and each Rating Agencyacceptance of appointment by a successor trustee as set forth below. Upon receiving such notice of resignation, the Depositor shall shall, at the expense of the Trust, promptly appoint a successor trustee or co-trustee acceptable to the Majority Certificateholders by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the resigning Trustee Trustee, the Servicer and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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 trustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the DepositorServicer or Majority Certificateholders, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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 an Event of Default with respect to the Trustee under Section 7.01 shall otherwise have occurred and be continuing, then the Depositor Servicer may remove the Trustee. If the Servicer removes the Trustee and under the authority of the immediately preceding sentence, the Servicer shall promptly notify the Majority Certificateholders, who shall, at the expense of the Trust, promptly appoint a successor trustee by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Trustee so removed removed, to the Depositor, the Servicer and one copy to the successor trustee. The Holders of Certificates evidencing in the aggregate more than 50% of Percentage Interest may Majority Certificateholders may, at any time time, remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicatefour originals, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Servicer, one complete set to the Trustee so removed removed, and one complete set to the successor so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section 8.07 shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.088.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect until all amounts due to a co-trustee, the Trustee receives written notice from hereunder and under any other Mortgage Loan Documents have been paid to the Trustee and until each Rating Agency delivers written confirmation that the failure to appoint such resignation or removal and appointment of a successor co-trustee would will not result in a downgrade, withdrawal or reduction qualification of then-current ratings of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written noticeCertificates.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee may Trustee at any -------------------------------------- time may resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorCompany, the Servicer and each the Rating AgencyAgencies. Upon receiving such notice of resignation, the Depositor Company promptly shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that such appointment does not result in a reduction or withdrawal of the rating of any of the Classes of Certificates that have been rated. If no successor trustee shall have been so appointed and have accepted appointment within thirty (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, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 and shall fail to resign after written request therefor by the DepositorCompany, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor Company may remove the Trustee and appoint a successor trustee 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. The Holders of Certificates evidencing in the aggregate more than 50% of Percentage Interest the Trust Fund may remove the Trustee at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders Certificateholders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the DepositorCompany, one complete set to the Trustee so removed and one complete set to the successor so appointed. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice.

Resignation and Removal of the Trustee. The Trustee, and any co-trustee Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Servicer and each Rating Agencythe Certificateholders. Upon receiving such notice of resignationresignation of the Trustee, the Depositor shall promptly appoint a successor trustee or co-trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee; provided that . A copy of such appointment does not result in a reduction or withdrawal of instrument shall be delivered to the rating of any of Certificateholders, the Classes of Certificates that have been ratedTrustee and the Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignationresignation or removal, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time, time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.06 8.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged 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, then the Depositor may remove the Trustee and appoint a successor trustee 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. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. The Holders of Certificates evidencing in the aggregate more than 50entitled to at least [___]% of Percentage Interest the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. Any resignation or removal of the Trustee or any resignation of any co-trustee and appointment of a successor trustee or co-trustee pursuant to any of the provisions of this Section shall not become effective upon until acceptance of appointment by the successor trustee as provided in Section 10.08, or upon acceptance of appointment by a co-trustee, as applicable, unless with respect to a co-trustee, the Trustee receives written notice from each Rating Agency that the failure to appoint a successor co-trustee would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the resignation of any co-trustee shall be effective upon receipt of such written notice. Any co-trustee may not be removed unless the Depositor and the Trustee each receive written notice from each Rating Agency that such removal would not result in a withdrawal or reduction of the rating of any of the Classes of Certificates that have been rated, in which case the removal of any co-trustee shall be effective upon receipt of such written notice8.08.