Common use of Resignation or Removal of Trustee Clause in Contracts

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. 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 at the expense of the Administrator 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 Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee shall be legally unable to act, 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 Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorCompany. Upon receiving such notice of resignation, the Administrator Company shall promptly appoint a successor 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If the conditions in any of the following clauses (i), (ii) or (iii) shall occur at any time time, the Company may remove the Trustee: (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 8.06 and shall fail to resign after written request therefor by the Administrator, or if at any time Company; (ii) the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iii) the replacement of the Trustee with a successor Trustee will enable the Company to avoid (and should, then based on the Administrator may remove information included in the notice referred to below, result in the avoidance of) a downgrading of the ratings assigned to the Certificates by the Rating Agencies (whether or not other actions could avoid such downgrading) and no Event of Default, as provided by Section 7.01 hereof, shall have occurred or be continuing; provided, however, that no action shall be taken pursuant to this clause (iii) unless reasonable notice shall have been provided to the Trustee, which notice shall set forth the basis for any rating downgrade as contemplated by the Rating Agencies and shall also indicate the manner in which such proposed action is intended to avoid such downgrade. If the Administrator shall remove it removes the Trustee under the authority of the immediately preceding sentence, the Administrator Company shall promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, trustee. Any resignation or removal of the Trustee and pay all fees owed appointment of a successor Trustee pursuant to any of the outgoing Trustee. Other than such instrument, and provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor 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. Other than such instrument, and as provided in Section Sections 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. 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 at the expense of the Administrator 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 Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee shall be legally unable to act, 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 Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section Sections 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the AdministratorNIMS Insurer, the Depositor, the Master Servicer and the Certificateholders. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor TrusteeTrustee acceptable to the NIMS Insurer and to the Holders of Certificates entitled to at least 51% of the Voting Rights. Other than A copy of such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action instrument shall be required, and notwithstanding anything delivered to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, Certificateholders and the amendment provisions hereof will not apply to such instrumentMaster 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 at the expense of the Administrator 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 10.1 8.06 and shall fail to resign after written request therefor by the AdministratorDepositor or the NIMS Insurer, or if at any time the Trustee shall be legally unable to actbecome 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 Administrator Depositor or the NIMS Insurer, may remove the Trustee. If Trustee and the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly Depositor may appoint a successor Trustee Trustee, acceptable to the NIMS Insurer and to the Holders of Certificates entitled to at least 51% of the Voting Rights, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and 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 entitled to at least 51% of the Voting Rights, with the consent of the NIMS Insurer, may at any time remove the Trustee and appoint a successor Trustee by written instrument or instruments, in triplicate, signed by the NIMS Insurer or such Holders, as applicable, 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 copy complete set to the successor Trustee, and pay all fees owed so appointed. A copy of such instrument shall be delivered to the outgoing TrusteeNIMS Insurer, the Certificateholders and the Master Servicer by the Depositor. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor, the Seller, the Servicer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Seller shall promptly appoint a successor Trustee (approved in writing by the Servicer, so long as such approval shall not unreasonably be withheld) by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the resigning Trustee and one copy the Successor Trustee; provided, however, that any such successor Trustee shall be subject to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to prior written approval of the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentServicer. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 9.06 and shall fail to resign after written request therefor by the Administrator, Seller or the Depositor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Seller, the Depositor or the Servicer may remove the Trustee. If the Administrator shall remove Seller, the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Seller shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. The Holders of Certificates evidencing Voting Rights aggregating over 50% of all Voting Rights may, and pay all fees owed at any time remove the Trustee by written instrument or instruments delivered to the outgoing Servicer, the Seller, the Depositor and the Trustee; and the Seller shall thereupon use its best efforts to appoint a successor trustee in accordance with this Section 9.07. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 9.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument9.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the AdministratorNIMS Insurer, the Depositor, the Master Servicer and the Certificateholders. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor TrusteeTrustee acceptable to the NIMS Insurer and to the Holders of Certificates entitled to at least 51% of the Voting Rights. Other than A copy of such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action instrument shall be required, and notwithstanding anything delivered to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, Certificateholders and the amendment provisions hereof will not apply to such instrumentMaster 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 at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor TrusteeXxxxxxx. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 8.06 and shall fail to resign after written request therefor by the AdministratorDepositor or the NIMS Insurer, or if at any time the Trustee shall be legally unable to actbecome 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 Administrator Depositor or the NIMS Insurer, may remove the Trustee. If Trustee and the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly Depositor may appoint a successor Trustee Trustee, acceptable to the NIMS Insurer and to the Holders of Certificates entitled to at least 51% of the Voting Rights, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and 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 entitled to at least 51% of the Voting Rights, with the consent of the NIMS Insurer, may at any time remove the Trustee and appoint a successor Trustee by written instrument or instruments, in triplicate, signed by the NIMS Insurer or such Holders, as applicable, 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 copy complete set to the successor Trustee, and pay all fees owed so appointed. A copy of such instrument shall be delivered to the outgoing TrusteeNIMS Insurer, the Certificateholders and the Master Servicer by the Depositor. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08.

Resignation or Removal of Trustee. (aOR CUSTODIAN) The Trustee (or Custodian, if applicable) may resign at any time resign and be discharged from by giving 30 days advance written notice to the trusts hereby created Employer. The resignation shall become effective 30 days after receipt of such notice unless a shorter period is agreed upon. The Employer may remove any Trustee (or Custodian) at any time by giving written notice thereof to the Administrator. Upon receiving such Trustee (or Custodian) and such removal shall be effective 30 days after receipt of such notice of resignation, unless a shorter period is agreed upon. The Employer shall have the Administrator shall promptly power to appoint a successor Trustee by written instrument(or Custodian). Upon such resignation or removal, in duplicate, one copy of which instrument shall be delivered to if the resigning or removed Trustee and one copy (or Custodian) is the sole Trustee (or Custodian), he or she shall transfer all of the assets of the Fund then held by such Trustee (or Custodian) as expeditiously as possible to the successor TrusteeTrustee (or Custodian) after paying or reserving such reasonable amount as he or she shall deem necessary to provide for the expense in the settlement of the accounts and the amount of any compensation due him or her and any sums chargeable against the Fund for which he or she may be liable. Other than If the Funds as reserved are not sufficient for such instrumentpurpose, and as provided in Section 10.2(b) and 10.3 below, no other documentation then he or action she shall be requiredentitled to reimbursement from the successor Trustee (or Custodian) out of the assets in the successor Trustee's (or Custodian's) hands under this Plan. If the amount reserved shall be in excess of the amount actually needed, and notwithstanding anything the former Trustee (or Custodian) shall return such excess to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee (or Custodian). Upon receipt of the transferred assets, the successor Trustee (or Custodian) shall have been so appointed thereupon succeed to all of the powers and have accepted appointment responsibilities given to the Trustee (or Custodian) by this Plan. The resigning or removed Trustee (or Custodian) shall render an accounting to the Employer and unless objected to by the Employer within 30 days after the giving of such notice of resignationits receipt, the resigning Trustee may petition at the expense of the Administrator 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 Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee accounting shall be legally unable deemed to act, have been approved and the resigning or removed Trustee (or Custodian) shall be adjudged bankrupt released and discharged as to all matters set forth in the accounting. Where a financial organization is serving as Trustee (or insolventCustodian) and it is merged with or bought by another organization (or comes under the control of any federal or state agency), that organization shall serve as the successor Trustee (or a receiver Custodian) of this Plan, but only if it is the type of organization that can so serve under applicable law. Where the Trustee or of its property shall be appointed, Custodian is serving as a nonbank trustee or any public officer shall take charge or control custodian pursuant to Section 1.401-12(n) of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentenceIncome Tax Regulations, the Administrator shall promptly Employer will appoint a successor Trustee (or Custodian) upon notification by written instrument, in duplicate, one copy the Commissioner of which instrument shall be delivered Internal Revenue that such substitution is required because the Trustee (or Custodian) has failed to comply with the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than requirements of Section 1.401-12(n) or is not keeping such instrument, and records or making such returns or rendering such statements as provided in Section 10.2(b) and 10.3 below, no other documentation are required by forms or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentregulations.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorSeller, the Servicer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Seller shall promptly appoint a successor Trustee (approved in writing by the Servicer, so long as such approval shall not unreasonably be withheld) by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the resigning Trustee and one copy the Successor Trustee; provided, however, that any such successor Trustee shall be subject to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to prior written approval of the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentServicer. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 9.06 and shall fail to resign after written request therefor by the Administrator, Seller or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Seller or the Servicer may remove the Trustee. If the Administrator shall remove Seller or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Seller shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. The Holders of Certificates evidencing Voting Rights aggregating over 50% of all Voting Rights may, and pay all fees owed at any time remove the Trustee by written instrument or instruments delivered to the outgoing Servicer, the Seller and the Trustee; and the Seller shall thereupon use its best efforts to appoint a successor trustee in accordance with this Section 9.07. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 9.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument9.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor, the Seller, the Servicer and the Rating Agencies. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 and shall fail to resign after written request therefor by the Administrator, 8.06 hereof or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Depositor or the Servicer may remove the Trustee. If the Administrator shall remove Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Servicer shall promptly appoint a successor Trustee Trustee, with the consent of the Depositor, which consent shall not be unreasonably withheld, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed trustee. The Majority Certificateholders may at any time remove the Trustee by written instrument or instruments delivered to the outgoing Servicer, the Depositor and the Trustee; the Servicer, with the consent of the Depositor, which consent shall not be unreasonably withheld, shall thereupon use its best efforts to appoint a successor trustee in accordance with this Section. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08 hereof.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 Section 10.1 8.06 and shall fail to resign after written request therefor by the AdministratorDepositor, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation conversion or liquidation, then the Administrator Depositor may remove the Trustee. If the Administrator shall remove Depositor removes the Trustee under the authority of the preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. The Trustee may also be removed at any time (i) by the Depositor, and pay all fees owed (a) if the Trustee ceases to be eligible to continue as such under this Agreement or if the Trustee becomes insolvent, (b) if the Trustee breaches any of its duties under this Agreement, which breach materially adversely affects the Certificateholders, (c) if through the performance or nonperformance of certain actions by the Trustee, any rating assigned to the outgoing TrusteeCertificates would be reduced, qualified or withdrawn or (d) if the credit rating of the Trustee is downgraded to a level which would result in any rating assigned to the Certificates to be reduced, qualified or withdrawn; or (ii) by the Holders of Certificates evidencing more than 50% of the Voting Interest of the Certificates then Outstanding, more than 50% of the Percentage Interests of the Class CE Certificates then Outstanding and more than 50% of the Percentage Interests of the Residual Certificates then Outstanding. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor, the Seller, the Servicer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Seller shall promptly appoint a successor Trustee (approved in writing by the Servicer, so long as such approval shall not unreasonably be withheld) by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the resigning Trustee and one copy the Successor Trustee; provided, however, that any such successor Trustee shall be subject to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to prior written approval of the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentServicer. If no successor Trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 9.06 and shall fail to resign after written request therefor by the Administrator, Seller or the Depositor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Seller, the Depositor or the Servicer may remove the Trustee. If the Administrator shall remove Seller, the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Seller shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay . The Holders of Certificates evidencing Voting Rights aggregating over 50% of all fees owed Voting Rights may at any time remove the Trustee by written instrument or instruments delivered to the outgoing Servicer, the Seller, the Depositor and the Trustee; and the Seller shall thereupon use its best efforts to appoint a successor trustee in accordance with this Section 9.07. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 9.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument9.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor, the Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee Trustee, the Certificate Insurer and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 8.06 and shall fail to resign after written request therefor by the Administrator, Depositor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Depositor or the Servicer may remove the TrusteeTrustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Administrator shall remove Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed . The Trustee that is the subject of such removal shall deliver a copy of such instrument to the outgoing Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. Other than The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such instrument, removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor, the Servicer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor 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. Other than ; provided, however, that any such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action successor Trustee shall be required, and notwithstanding anything subject to the contrary herein or in prior written approval of the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentServicer. 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 at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. As a condition precedent to the effectiveness of any such resignation, the Trustee shall provide to the Depositor and the Servicer, at least 30 calendar days prior to the effective date of such resignation, written notice, in form and substance reasonably satisfactory to the Depositor and the Servicer, containing all information reasonably requested by the Depositor and the Servicer in order for the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. If the Trustee fails to fulfill its obligations under this Section 8.07 with respect to notice to the Depositor and the Servicer and such failure continues for the lesser of 10 calendar days or such period in which the applicable Exchange Act report can be filed timely (without taking into account any extensions), the Servicer may terminate the Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 8.06 and shall fail to resign after written request therefor by the AdministratorDepositor, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Depositor may remove the Trustee. If the Administrator shall remove Depositor removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, . Any resignation or removal of the Trustee and pay all fees owed appointment of a successor Trustee pursuant to any of the outgoing Trustee. Other than such instrument, and provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08.

Resignation or Removal of Trustee. (a) The Trustee may Trustee, or any trustee or trustees hereafter appointed, may, upon sixty days written notice to the Corporation, at any time resign and be discharged from the trusts hereby created with respect to one or more or all series by giving written notice thereof of resignation to the AdministratorCorporation (i) if any Unregistered Securities of a series affected are then outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in London (and, if required by Section 4.04, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee as described in Section 313(c) of the Trust Indenture Act of 1939 at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then outstanding Registered Securities of each series affected at their addresses as they shall appear on the Security Register. Upon receiving such notice of resignation, resignation the Administrator Corporation shall promptly appoint a successor Trustee trustee with respect to the applicable series by written instrument, in duplicate, executed by order of the Board of Directors of the Corporation, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. If no successor Trustee trustee shall have been so appointed and have accepted appointment within 30 thirty days after the giving mailing of such notice of resignationresignation to the Securityholders, the resigning Trustee may petition at the expense of the Administrator 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 Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointedtrustee, or any public officer shall take charge Securityholder who has been a bona fide Holder of a Security or control Securities of the Trustee applicable series for at least six months may, subject to the provisions of Section 6.08, on behalf of himself, herself or of its property or affairs itself and all others similarly situated, petition any such court for the purpose appointment of rehabilitationa successor trustee. Such court may thereupon, conservation or liquidationafter such notice, then the Administrator if any, as it may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentencedeem proper and prescribe, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor, the Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval shall not be unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than ; provided, however, that any such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action successor Trustee shall be required, and notwithstanding anything subject to the contrary herein or in prior written approval of the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentServicer. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 9.06 and shall fail to resign after written request therefor by the AdministratorDepositor or the Certificate Insurer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Depositor, the Servicer or the Certificate Insurer may remove the Trustee. If the Administrator shall remove Depositor, the Servicer or the Certificate Insurer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay . The Holders of Certificates evidencing Percentage Interests aggregating over 50% of all fees owed Class A Certificates may at any time remove the Trustee by written instrument or instruments delivered to the outgoing Servicer, the Depositor and the Trustee; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 9.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument9.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorSeller, the Servicer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Seller shall promptly appoint a successor Trustee (approved in writing by the Servicer, so long as such approval shall not unreasonably be withheld) by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the resigning Trustee and one copy the Successor Trustee; provided, however, that any such successor Trustee shall be subject to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to prior written approval of the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentServicer. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 9.06 and shall fail to resign after written request therefor by the Administrator, Seller or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Seller or the Servicer may remove the Trustee. If the Administrator shall remove Seller or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Seller shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay . The Holders of Certificates evidencing Voting Rights aggregating over 50% of all fees owed Voting Rights may at any time remove the Trustee by written instrument or instruments delivered to the outgoing Servicer, the Seller and the Trustee; and the Seller shall thereupon use its best efforts to appoint a successor trustee in accordance with this Section 9.07. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 9.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument9.08.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the AdministratorDepositor, the Seller and the Rating Agency. Upon receiving such notice of resignationresignation of the Trustee, the Administrator Depositor shall promptly appoint a successor Trustee that meets the requirements in 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 and shall fail to resign after written request therefor by the Administrator, 8.06 hereof or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Depositor may remove the Trustee. If the Administrator shall remove Depositor removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee that meets the requirements of Section 8.06, by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed . The Majority Certificateholders may at any time remove the Trustee by written instrument or instruments delivered to the outgoing Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08 hereof.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorNIMS Insurer, the Depositor, the Servicer, the Swap Provider and each Rating Agency. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 8.06 and shall fail to resign after written request therefor by the Administrator, Depositor or the NIMS Insurer or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Depositor, the Servicer or the NIMS Insurer may remove the Trustee. If the Administrator shall remove Depositor, the Servicer or the NIMS Insurer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor, with the consent of the NIMS Insurer, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed trustee. The Majority Certificateholders (or the NIMS Insurer upon the failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the outgoing Servicer, the Depositor, the Swap Provider and the Trustee; the Depositor shall thereupon use its best efforts to appoint a successor trustee acceptable to the NIMS Insurer in accordance with this Section. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, the Administrator Servicer shall promptly appoint a successor Trustee acceptable to the 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. 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 at the expense of the Administrator 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 10.1 9.9 and shall fail to resign after written request therefor by the AdministratorServicer with the written consent of the Insurer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation conservation, or liquidation, then the Administrator may Servicer may, with the written consent of the Insurer, remove the Trustee. If the Administrator it shall remove the Trustee under the authority of the immediately preceding sentence, the Administrator Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. If the Trustee is acting as Custodian, and pay all fees owed to any resignation or removal of the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or Trustee will result in the Basic automatic termination of the Trustee's duties as Custodian effective concurrently with such resignation or removal. Upon such termination or removal, the Trustee shall, upon the request of the Servicer, deliver the Contract Documents to the contrary, no consent facilities of the successor Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 9.10 shall be required not become effective until acceptance of any Person with respect appointment by the successor Trustee pursuant to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentSection 9.11.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor, the Servicer, the NIMS Insurer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor Trustee reasonably 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 8.06 and shall fail to resign after written request therefor by the AdministratorDepositor or the NIMS Insurer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its their property shall be appointed, or any public officer shall take charge or control of the Trustee or of its their property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Depositor or the NIMS Insurer may remove the Trustee. If the Administrator shall remove Depositor or the NIMS Insurer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor or the NIMS Insurer, as the case may be, shall promptly appoint a successor Trustee (reasonably acceptable to the NIMS Insurer if appointed by the Depositor) by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. In addition, if (a) the Trustee fails to comply with its obligations to deliver any Assessment of Compliance or Attestation Reports required pursuant to Section 3.20 or (b) any Servicing Function Participant engaged by the Trustee fails to comply with its obligations to deliver any Assessment of Compliance or Attestation Reports, the Depositor may remove the Trustee and pay all fees owed appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor trustee. The Majority Certificateholders or the NIMS Insurer may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the NIMS Insurer and the Trustee; the Depositor shall thereupon use its best efforts to appoint a successor Trustee reasonably acceptable to the NIMS Insurer in accordance with this Section. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created performance of its duties hereunder by giving 30 days’ prior written notice thereof to MSF and the Company specifying a date when such resignation shall take effect, provided a successor trustee (“Successor Trustee”) has been appointed and assumes the duties of Trustee hereunder. The Company and the MSF Representatives, acting jointly, may remove and discharge the Trustee from the performance of its duties hereunder at any time by giving 30 days’ prior written notice to the AdministratorTrustee specifying a date when such removal shall take effect, provided a Successor Trustee has been appointed and assumes the duties of Trustee hereunder. Upon receiving any such notice of resignationresignation or removal, the Administrator Company and the MSF Representatives shall promptly appoint a successor Successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered hereunder prior to the resigning Trustee and one copy to the successor Trustee. Other than effective date of such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation resignation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentremoval. If no successor the Company or MSF fails to appoint a Successor Trustee within such time, or such designated Successor Trustee becomes unwilling or unable to serve as such, the 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 right to petition at the expense of the Administrator any a court of competent jurisdiction for to appoint a Successor Trustee, and all costs and expenses (including, without limitation, reasonable attorneys’ fees) related to such petition shall be paid by the appointment Company or MSF, jointly and severally. The Trustee shall transmit all records pertaining to the Trust assets, transmit the Company Shares and other Trust assets, if any, then held hereunder to the Successor Trustee, after making copies of a successor Trustee. If at any time such records as the Trustee deems advisable and after deduction and payment to the Trustee of all fees and expenses (including any court costs and reasonable attorneys’ fees) incurred by the Trustee in connection with the performance of its duties hereunder. The provisions of this Trust Agreement shall cease continue as to any actions taken or omitted to be eligible in accordance with Section 10.1 and shall fail to resign after written request therefor taken by the Administrator, or if at any time the Trustee shall be legally unable to act, 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 Administrator may remove the Trustee. If the Administrator shall remove the Trustee under this Trust Agreement prior to the authority date on which a Successor Trustee becomes the Trustee hereunder. Any Successor Trustee(s) shall be U.S. citizens or entities organized under the laws of the preceding sentence, United States or any state of the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentUnited States.

Resignation or Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorEmployer, which resignation shall be effective 60 days after delivery to the Employer. Upon receiving The Trustee may be removed by the Employer by written notice to the Trustee, which removal shall be effective 60 days after delivery to the Trustee or such notice shorter period as may be mutually agreed upon by the Employer and the Trustee. Except in the case of resignationPlan termination, upon resignation or removal of the Trustee, the Administrator Employer shall promptly appoint a successor trustee. Any such successor trustee shall, upon written acceptance of his appointment, become vested with the estate, rights, powers, discretion, duties and obligations of the Trustee by written instrumenthereunder as if he had been originally named as Trustee in this Agreement. Upon resignation or removal of the Trustee, the Employer shall no longer participate in duplicate, one copy of which instrument this volume submitter plan and shall be delivered deemed to have adopted an individually designed plan. In such event, the resigning Employer shall appoint a successor trustee within said 60-day period and the Trustee and one copy shall transfer the assets of the Trust to the successor trustee upon receipt of sufficient evidence (such as a determination letter or opinion letter from the Internal Revenue Service or an opinion of counsel satisfactory to the Trustee. Other than ) that such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action trust shall be required, and notwithstanding anything to a qualified trust under the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentCode. 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 at the expense of the Administrator any court of competent jurisdiction for the The appointment of a successor Trustee. If at any time trustee shall be accomplished by delivery to the Trustee shall cease to be eligible in accordance with Section 10.1 of written notice that the Employer has appointed such successor trustee, and shall fail to resign after written request therefor acceptance of such appointment by the Administratorsuccessor trustee. The Trustee may, upon transfer and delivery of the Trust Fund to a successor trustee, reserve such reasonable amount as it shall deem necessary to provide for its fees, compensation, costs and expenses, or if at for the payment of any time other liabilities chargeable against the Trust Fund for which it may be liable. The Trustee shall not be legally unable to act, 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 liable for the purpose of rehabilitation, conservation acts or liquidation, then the Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required omissions of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentsuccessor trustee.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorServicer with a copy to the Trust Depositor, the Seller, and the Certificateholders. Upon receiving such notice of resignation, the Administrator Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Trustee Trust Depositor, the Seller, and the Certificateholders and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and shall have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 11.07 and shall fail to resign after written request therefor by the AdministratorServicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Servicer may remove the Trustee. If the Administrator Servicer shall remove have removed the Trustee under the authority of the immediately preceding sentence, the Administrator Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, instrument one copy of which instrument shall be delivered to the outgoing Trustee so removed removed, the Trust Depositor and the Seller and one copy to the successor Trustee, trustee. Any resignation or removal of the Trustee and pay all fees owed appointment of a successor Trustee pursuant to any of the outgoing Trustee. Other than such instrument, and provisions of this Section 11.08 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation 11.09. Any resigning or action removed Trustee shall be required, entitled to payment of all Trustee's Fees earned and notwithstanding anything herein or in the Basic Documents reimbursement for all expenses incurred by it up to the contrary, no consent shall be required date of any Person with respect to such appointment or entering into any such agreement, resignation. All indemnification obligations of the Servicer and the amendment provisions hereof will not apply to Seller shall survive such instrumentresignation or removal.

Resignation or Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorEmployer, which resignation shall be effective 60 days after delivery to the Employer. Upon receiving The Trustee may be removed by the Employer by written notice to the Trustee, which removal shall be effective 60 days after delivery to the Trustee or such notice shorter period as may be mutually agreed upon by the Employer and the Trustee. Except in the case of resignationPlan termination, upon resignation or removal of the Trustee, the Administrator Employer shall promptly appoint a successor trustee. Any such successor trustee shall, upon written acceptance of his appointment, become vested with the estate, rights, powers, discretion, duties and obligations of the Trustee by written instrumenthereunder as if he had been originally named as Trustee in this Agreement. Upon resignation or removal of the Trustee, the Employer shall no longer participate in duplicate, one copy of which instrument this prototype plan and shall be delivered deemed to have adopted an individually designed plan. In such event, the resigning Employer shall appoint a successor trustee within said 60-day period and the Trustee and one copy shall transfer the assets of the Trust to the successor trustee upon receipt of sufficient evidence (such as a determination letter or opinion letter from the Internal Revenue Service or an opinion of counsel satisfactory to the Trustee. Other than ) that such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action trust shall be required, and notwithstanding anything to a qualified trust under the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentCode. 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 at the expense of the Administrator any court of competent jurisdiction for the The appointment of a successor Trustee. If at any time trustee shall be accomplished by delivery to the Trustee shall cease to be eligible in accordance with Section 10.1 of written notice that the Employer has appointed such successor trustee, and shall fail to resign after written request therefor acceptance of such appointment by the Administratorsuccessor trustee. The Trustee may, upon transfer and delivery of the Trust Fund to a successor trustee, reserve such reasonable amount as it shall deem necessary to provide for its fees, compensation, costs and expenses, or if at for the payment of any time other liabilities chargeable against the Trust Fund for which it may be liable. The Trustee shall not be legally unable to act, 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 liable for the purpose of rehabilitation, conservation acts or liquidation, then the Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required omissions of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentsuccessor trustee.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor 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. Other than such instrument, and as provided in Section Sections 10.2(b) and 10.3 below10.3, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. 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 at the expense of the Administrator 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 Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee shall be legally unable to act, 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 Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section Sections 10.2(b) and 10.3 below10.3, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor, the Master Servicer, the Guarantor and the NIMS Insurer. Upon receiving such notice of resignation, the Administrator Guarantor, upon consultation with the NIMS Insurer, shall promptly appoint a successor 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (i) shall cease to be eligible in accordance with the provisions of Section 10.1 8.06 or (ii) fails to comply with the reporting obligations under Section 4.05(a), to the extent set forth in Section 4.05(c), and shall fail to resign after written request therefor by the Administrator, Guarantor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Guarantor, the NIMS Insurer or the Master Servicer may remove the Trustee. If the Administrator shall remove Guarantor, the NIMS Insurer or the Master Servicer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Guarantor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trusteetrustee; provided, and pay all fees owed however, that in connection with the appointment of a successor Trustee under this paragraph, the Guarantor shall consult with the NIMS Insurer, but the decision to appoint a successor Trustee under this paragraph shall remain in the Guarantor's sole discretion. The Majority Certificateholders may, with the prior written consent of the Guarantor, at any time remove the Trustee by written instrument or instruments delivered to the outgoing Master Servicer and the Trustee; the Guarantor shall thereupon use its best efforts to appoint a successor trustee in accordance with this Section; provided, however, that in connection with the removal of the Trustee and appointment of a successor Trustee pursuant to this paragraph, the Guarantor shall consult with the NIMS Insurer, but the decision to remove the Trustee and appoint a successor Trustee in accordance with this paragraph shall remain in the Guarantor's sole discretion. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding 8.08. Notwithstanding anything herein or in the Basic Documents to the contrarycontrary contained herein the Trustee may not be removed by the Depositor or the Certificateholders without the prior written consent of the Guarantor, no which consent shall not be required unreasonably withheld. If the Trustee resigns or is removed, the Guarantor or the NIMS Insurer may terminate any Custodian or Paying Agent; provided, however, that any such termination of any Person with respect to such appointment Custodian or entering into any such agreementPaying Agent shall not become effective until a successor Trustee (or a successor Custodian or Paying Agent, and as applicable, on its behalf) shall have assumed in writing the amendment provisions hereof will not apply to such instrumentduties of the terminated Custodian or Paying Agent, as applicable.

Resignation or Removal of Trustee. (aOR CUSTODIAN) The Trustee (or Custodian, if applicable) may resign at any time resign and be discharged from by giving 30 days advance written notice to the trusts hereby created Employer. The resignation shall become effective 30 days after receipt of such notice unless a shorter period is agreed upon. The Employer may remove any Trustee (or Custodian) at any time by giving written notice thereof to the Administrator. Upon receiving such Trustee (or Custodian) and such removal shall be effective 30 days after receipt of such notice of resignation, unless a shorter period is agreed upon. The Employer shall have the Administrator shall promptly power to appoint a successor Trustee by written instrument(or Custodian). Upon such resignation or removal, in duplicate, one copy of which instrument shall be delivered to if the resigning or removed Trustee and one copy (or Custodian) is the sole Trustee (or Custodian), he or she shall transfer all of the assets of the Fund then held by such Trustee (or Custodian) as expeditiously as possible to the successor TrusteeTrustee (or Custodian) after paying or reserving such reasonable amount as he or she shall deem necessary to provide for the expense in the settlement of the accounts and the amount of any compensation due him or her and any sums chargeable against the Fund for which he or she may be liable. Other than If the Funds as reserved are not sufficient for such instrumentpurpose, and as provided in Section 10.2(b) and 10.3 below, no other documentation then he or action she shall be requiredentitled to reimbursement from the successor Trustee (or Custodian) out of the assets in the successor Trustee's (or Xxxxxxxxx's) hands under this Plan. If the amount reserved shall be in excess of the amount actually needed, and notwithstanding anything the former Trustee (or Custodian) shall return such excess to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee (or Custodian). Upon receipt of the transferred assets, the successor Trustee (or Custodian) shall have been so appointed thereupon succeed to all of the powers and have accepted appointment responsibilities given to the Trustee (or Custodian) by this Plan. The resigning or removed Trustee (or Custodian) shall render an accounting to the Employer and unless objected to by the Employer within 30 days after the giving of such notice of resignationits receipt, the resigning Trustee may petition at the expense of the Administrator 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 Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee accounting shall be legally unable deemed to act, have been approved and the resigning or removed Trustee (or Custodian) shall be adjudged bankrupt released and discharged as to all matters set forth in the accounting. Where a financial organization is serving as Trustee (or insolventCustodian) and it is merged with or bought by another organization (or comes under the control of any federal or state agency), that organization shall serve as the successor Trustee (or a receiver Custodian) of this Plan, but only if it is the type of organization that can so serve under applicable law. Where the Trustee or of its property shall be appointed, Custodian is serving as a nonbank trustee or any public officer shall take charge or control custodian pursuant to Section 1.401-12(n) of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentenceIncome Tax Regulations, the Administrator shall promptly Employer will appoint a successor Trustee (or Custodian) upon notification by written instrument, in duplicate, one copy the Commissioner of which instrument shall be delivered Internal Revenue that such substitution is required because the Trustee (or Custodian) has failed to comply with the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than requirements of Section 1.401-12(n) or is not keeping such instrument, and records or making such returns or rendering such statements as provided in Section 10.2(b) and 10.3 below, no other documentation are required by forms or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentregulations.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor, the Master Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee Trustee, the Certificate Insurer and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 8.06 and shall fail to resign after written request therefor by the Administrator, Depositor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Depositor or the Master Servicer may remove the TrusteeTrustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Administrator shall remove Depositor or the Master Servicer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed . The Trustee that is the subject of such removal shall deliver a copy of such instrument to the outgoing Certificateholders, the Certificate Insurer and the Master Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. Other than The Majority Certificateholders (excluding any Certificates held by the Seller, the Master Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Master Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such instrument, removal shall deliver a copy of such instrument to the Certificateholders and the Master Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorSeller, the Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Seller shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer and the Servicer, so long as such approval shall not unreasonably be withheld) by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer and the Successor Trustee; PROVIDED, HOWEVER, that any such successor Trustee and one copy shall be subject to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to prior written approval of the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentServicer. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 9.06 and shall fail to resign after written request therefor by the Administrator, Seller or the Certificate Insurer or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Seller, the Certificate Insurer or the Servicer may remove the Trustee. If the Administrator shall remove Seller, the Certificate Insurer or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Seller shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the outgoing Trustee so removed removed, the Certificate Insurer and one copy to the successor Trustee. The Holders of Certificates evidencing Voting Rights aggregating over 50% of all Voting Rights may, and pay all fees owed with the prior written consent of the Certificate Insurer, at any time remove the Trustee by written instrument or instruments delivered to the outgoing Servicer, the Seller and the Trustee; and the Seller shall thereupon use its best efforts to appoint a successor trustee in accordance with this Section 9.07. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 9.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding 9.08. Notwithstanding anything herein or in the Basic Documents to the contrarycontrary contained herein, so long as no Certificate Insurer Default exists, the Trustee may not be removed by the Seller or the Certificateholders without the prior written consent of the Certificate Insurer, which consent shall not be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentunreasonably withheld.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the AdministratorDepositor, the Certificate Insurer, the Seller, any NIMS Insurer and each Rating Agency. Upon receiving such notice of resignationresignation of the Trustee, the Administrator Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer and the Certificate Insurer, in each case, by written instrument, in duplicate, one with a copy of which such written instrument shall be delivered to (i) the resigning Trustee and one copy to Trustee, (ii) the successor Trustee. Other than such instrument, (iii) any NIMS Insurer and as provided in Section 10.2(b(iv) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentCertificate Insurer. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 10.1 and 8.06 hereof shall fail to resign after written request therefor by the Administrator, Depositor or any NIMS Insurer or if at any time the Trustee Trustee, (b) shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Administrator Depositor or any NIMS insurer may immediately remove the Trustee. If the Administrator shall remove Depositor removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee reasonably acceptable to the Certificate Insurer, the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, in duplicate, one with a copy of which such written instrument shall be delivered to (i) the outgoing Trustee so removed and one copy to removed, (ii) the successor Trustee, and pay all fees owed (iii) to the outgoing Certificate Insurer and (iv) to any NIMS Insurer. The Majority Certificateholders (or the Certificate Insurer or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Other than such instrumentAny resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, and as provided in Section 10.2(b) and 10.3 below8.08 hereof. As long as the Financial Guaranty Insurance Policy is in effect, no other documentation the Trustee will send a written notice to the Certificate Insurer of any such resignation, removal or action appointment. If the Trustee is removed pursuant to this Section 8.07, it shall be requiredreimbursed any outstanding and unpaid fees and expenses, and notwithstanding anything herein if removed under the authority of the immediately preceding paragraph, the Trustee or in the Basic Documents to the contrary, no consent shall also be required of reimbursed any Person with respect to such appointment or entering into any such agreement, outstanding and the amendment provisions hereof will not apply to such instrumentunpaid costs and expenses.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, the Administrator Servicer shall promptly appoint a successor Trustee acceptable to the 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. 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 at the expense of the Administrator 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 10.1 9.9 and shall fail to resign after written request therefor by the AdministratorServicer with the written consent of the Insurer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation conservation, or liquidation, then the Administrator may Servicer may, with the written consent of the Insurer, remove the Trustee. If the Administrator it shall remove the Trustee under the authority of the immediately preceding sentence, the Administrator Servicer shall promptly appoint a successor Trustee acceptable to the Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. If the Trustee is acting as Custodian, and pay all fees owed to any resignation or removal of the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or Trustee will result in the Basic automatic termination of the Trustee's duties as Custodian effective concurrently with such resignation or removal. Upon such termination or removal, the Trustee shall, upon the request of the Servicer, deliver the Contract Documents to the contrary, no consent facilities of the successor Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 9.10 shall be required not become effective until acceptance of any Person with respect appointment by the successor Trustee pursuant to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentSection 9.11.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor, the Servicer [, the Certificate Insurer] and each Rating Agency. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor 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. Other than ; provided, however, that any such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action successor Trustee shall be required, and notwithstanding anything subject to the contrary herein or in prior written approval of the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentServicer. 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 at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. As a condition precedent to the effectiveness of any such resignation, the Trustee shall provide to the Depositor, at least 15 calendar days prior to the effective date of such resignation, written notice, in form and substance reasonably satisfactory to the Depositor, containing all information reasonably requested by the Depositor in order for the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.06 and shall fail to resign after written request therefor by the AdministratorDepositor [with the consent of the Certificate Insurer (so long as no Certificate Insurer Default exists) or the Certificate Insurer], or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Depositor [or the Certificate Insurer] may remove the Trustee. If the Administrator shall remove Depositor [or the Certificate Insurer] removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee [(approved in writing by the Certificate Insurer, so long as such approval is not unreasonably withheld)] by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, . Any resignation or removal of the Trustee and pay all fees owed appointment of a successor Trustee pursuant to any of the outgoing Trustee. Other than such instrument, and provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding 9.08. [Notwithstanding anything herein or in the Basic Documents to the contrarycontrary contained herein, so long as no Certificate Insurer Default exists, the Trustee may not be removed by the Depositor or the Certificateholders without the prior written consent of the Certificate Insurer, which consent shall not be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentunreasonably withheld.]

Resignation or Removal of Trustee. (a) The Trustee may at --------------------------------- any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorServicer and the Certificate Insurer. Upon receiving such notice of resignation, the Administrator Servicer shall promptly appoint a successor Trustee (consented to and approved in writing by the Certificate Insurer, such consent not to be unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. 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 at the expense of the Administrator 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 10.1 11.06 and shall fail to resign after written ------------- request therefor by the AdministratorServicer or the Certificate Insurer, or if at any time the Trustee shall be legally unable to act, 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 Administrator Servicer or the Certificate Insurer may remove the Trustee. If the Administrator Servicer or the Certificate Insurer shall remove the Trustee under the authority of the immediately preceding sentence, the Administrator Servicer shall (so long as an Insurer Default shall not have occurred and be continuing) with the written consent of the Certificate Insurer, or (unless an Insurer Default shall have occurred and be continuing) at the written request of the Certificate Insurer, or the Certificate Insurer shall, promptly appoint a successor Trustee (which successor Trustee, if appointed by the Certificate Insurer, shall be subject to the prior written consent of the Servicer, which consent shall not be unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and the Servicer shall pay all fees and expenses owed to the outgoing Trustee. Other than such instrument, Any successor trustee shall (so long as an Insurer Default shall not have occurred and as provided in Section 10.2(bbe continuing) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents acceptable to the contrary, no consent Certificate Insurer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section shall be required not become effective until acceptance of any Person with respect appointment by the successor Trustee pursuant to Section 11.08 and payment of all fees and expenses owed to the ------------- outgoing Trustee. The Servicer shall provide notice of such appointment resignation or entering into any such agreement, and removal of the amendment provisions hereof will not apply Trustee to such instrumenteach of the Rating Agencies.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorNIMs Insurer, the Depositor, the Master Servicer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 8.06 and shall fail to resign after written request therefor by the Administrator, Depositor or the NIMs Insurer or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of 119 rehabilitation, conservation or liquidation, then the Administrator Depositor, the Master Servicer or the NIMs Insurer may remove the Trustee. If the Administrator shall remove Depositor, the Master Servicer or the NIMs Insurer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor, with the consent of the NIMs Insurer, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed trustee. The Majority Certificateholders (or the NIMs Insurer upon the failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the outgoing Master Servicer, the Depositor and the Trustee; the Depositor shall thereupon use its best efforts to appoint a successor trustee acceptable to the NIMs Insurer in accordance with this Section. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorSeller, the Servicer, the Securities Administrator and each Rating Agency. Upon receiving such notice of resignation, the Administrator Seller shall promptly appoint a successor Trustee (approved in writing by the Servicer, so long as such approval shall not unreasonably be withheld) by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the resigning Trustee, the Securities Administrator and the Successor Trustee; provided, however, that any such successor Trustee and one copy shall be subject to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to prior written approval of the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentServicer. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 9.06 and shall fail to resign after written request therefor by the Administrator, Seller or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Seller or the Servicer may remove the Trustee. If the Administrator shall remove Seller or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Seller shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the outgoing Trustee so removed removed, the Securities Administrator and one copy to the successor Trustee. The Holders of Certificates evidencing Voting Rights aggregating over 50% of all Voting Rights may, and pay all fees owed at any time remove the Trustee by written instrument or instruments delivered to the outgoing Servicer, the Securities Administrator, the Seller and the Trustee; and the Seller shall thereupon use its best efforts to appoint a successor trustee in accordance with this Section 9.07. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 9.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument9.08.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the AdministratorDepositor, the Seller, any NIMS Insurer and each Rating Agency. Upon receiving such notice of resignationresignation of the Trustee, the Administrator Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer or, in the case of notice of resignation of the Trustee (in consultation with the Depositor) shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 and is reasonably acceptable to any NIMS Insurer, in each case, by written instrument, in duplicate, one with a copy of which such written instrument shall be delivered to (i) the resigning Trustee, (ii) the successor Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b(iii) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentNIMS Insurer. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 10.1 and 8.06 hereof shall fail to resign after written request therefor by the Administrator, Depositor or any NIMS Insurer or if at any time the Trustee Trustee, (b) shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Administrator Depositor or any NIMS insurer may immediately remove the Trustee. If the Administrator shall remove Depositor removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee reasonably acceptable to the NIMS Insurer and that meets the requirements of Section 8.06, by written instrument, in duplicate, one with a copy of which such written instrument shall be delivered to (i) the Trustee so removed, (ii) the successor Trustee and (iii) to any NIMS Insurer. The Majority Certificateholders (or any NIMS Insurer in the event of failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the outgoing Depositor and the Trustee; the Depositor or the Trustee so removed shall thereupon use its best efforts to appoint a successor Trustee acceptable to the NIMS Insurer, in accordance with this Section. Any resignation or removal of the Trustee and one copy appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below8.08 hereof. If the Trustee is removed pursuant to this Section 8.07, no other documentation or action it shall be requiredreimbursed any outstanding and unpaid fees and expenses, and notwithstanding anything herein if removed under the authority of the immediately preceding paragraph, the Trustee or in the Basic Documents to the contrary, no consent shall also be required of reimbursed any Person with respect to such appointment or entering into any such agreement, outstanding and the amendment provisions hereof will not apply to such instrumentunpaid costs and expenses.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, the Administrator shall Servicer shall, with the consent of the Certificate Insurer, promptly appoint a successor 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. 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 at the expense of the Administrator 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 10.1 10.8 and shall fail to resign after written request therefor by the AdministratorServicer or the Certificate Insurer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation conservation, or liquidation, then the Administrator Servicer or the Certificate Insurer may remove the Trustee. If the Administrator it shall remove the Trustee under the authority of the immediately preceding sentence, the Administrator Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, . Any resignation or removal of the Trustee and pay all fees owed appointment of a successor Trustee pursuant to any of the outgoing Trustee. Other than such instrument, provisions of this Section 10.9 shall not become effective without the consent of the Certificate Insurer and as provided in until acceptance of appointment by the successor Trustee pursuant to Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument10.10.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the AdministratorCertificate Insurer, the NIMS Insurer, the Depositor, the Master Servicer and the Certificateholders. Upon receiving such notice of resignation, the Administrator Depositor shall with the Certificate Insurer's consent promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor TrusteeTrustee acceptable to the NIMS Insurer and to the Holders of Certificates entitled to at least 51% of the Voting Rights. Other than A copy of such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action instrument shall be required, and notwithstanding anything delivered to the contrary herein or in Certificateholders, the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, Certificate Insurer and the amendment provisions hereof will not apply to such instrumentMaster 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 at the expense of the Administrator 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 10.1 8.06 and shall fail to resign after written request therefor by the AdministratorDepositor, the Certificate Insurer or the NIMS Insurer, or if at any time the Trustee shall be legally unable to actbecome 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 Administrator Depositor or the NIMS Insurer, may remove the Trustee. If Trustee and the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly Depositor may appoint a successor Trustee Trustee, acceptable to the NIMS Insurer or the Certificate Insurer and to the Holders of Certificates entitled to at least 51% of the Voting Rights, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and 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 entitled to at least 51% of the Voting Rights, with the consent of the NIMS Insurer, may at any time remove the Trustee and appoint a successor Trustee by written instrument or instruments, in triplicate, signed by the NIMS Insurer or such Holders, as applicable, 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 copy complete set to the successor Trustee, and pay all fees owed so appointed. A copy of such instrument shall be delivered to the outgoing TrusteeCertificate Insurer, the NIMS Insurer, the Certificateholders and the Master Servicer by the Depositor. Other than such instrument, 154 Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorTransferor, the Depositor, the Master Servicer[, the Credit Enhancer] and each Rating Agency. Upon receiving such notice of resignation, the Administrator Transferor shall promptly appoint a successor Trustee [(approved in writing by the Credit Enhancer, so long as such approval is not unreasonably withheld)] by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee (who shall deliver a copy to the Master Servicer) and one copy to the successor Trustee. Other than ; provided, however, that any such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action successor Trustee shall be required, and notwithstanding anything subject to the contrary herein or in prior written approval of the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentTransferor. If no successor Trustee shall have been so appointed and have accepted appointment within 30 [30] days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 9.06 and shall fail to resign after written request therefor by the AdministratorTransferor [or the Credit Enhancer], or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if a tax is imposed or threatened with respect to the Trust by any state in which the Trustee or the Trust is located (which tax cannot be vacated by the appointment of a co-Trustee or separate trustee pursuant to Section 9.10), then the Administrator Transferor [or the Credit Enhancer] may remove the Trustee. If the Administrator shall remove Transferor [or the Credit Enhancer ]removes the Trustee under the authority of the immediately preceding sentence, the Administrator Transferor shall promptly appoint a successor Trustee [(approved in writing by the Credit Enhancer, which approval shall not be unreasonably withheld)] by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trusteetrustee. The Holders of Investor Certificates evidencing Percentage Interests aggregating over [__]% of all Investor Certificates in the aggregate[, and pay all fees owed the Credit Enhancer] may at any time remove the Trustee by written instrument or instruments delivered to the outgoing Master Servicer, the Transferor and the Trustee; the Transferor shall thereupon use its best efforts to appoint a successor trustee in accordance with this Section. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 9.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument9.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor, the Seller, the Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Seller shall promptly appoint a successor Trustee (approved in writing by the Servicer, so long as such approval shall not unreasonably be withheld) by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the resigning Trustee and one copy the Successor Trustee; provided, however, that any such successor Trustee shall be subject to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to prior written approval of the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentServicer. If no successor Trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 9.06 and shall fail to resign after written request therefor by the Administrator, Seller or the Depositor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Seller, the Depositor or the Servicer may remove the Trustee. If the Administrator shall remove Seller, the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Seller shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay . The Holders of Certificates evidencing Voting Rights aggregating over 50% of all fees owed Voting Rights may at any time remove the Trustee by written instrument or instruments delivered to the outgoing Servicer, the Seller, the Depositor and the Trustee; and the Seller shall thereupon use its best efforts to appoint a successor trustee in accordance with this Section 9.07. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 9.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument9.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, with the Administrator prior written consent of the Certificate Insurer and the Holders of Class A Certificates evidencing not less than 66-2/3% of the Class A Certificate Balance, the Servicer shall promptly appoint a successor 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. 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 Certificate Insurer may appoint a successor 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. If no successor Trustee shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. The Trustee may be removed at any time by written demand of the Certificate Insurer delivered to the Trustee and the Servicer. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.7 and shall fail to resign after written request therefor by the Administrator101 Servicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver receiver, conservator or liquidator 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 Administrator Certificate Insurer shall (so long as no Insurer Default shall have occurred and be continuing), or the Servicer may (if an Insurer Default shall have occurred and be continuing) remove the Trustee. If the Administrator Certificate Insurer or the Servicer shall remove the Trustee under the authority of the immediately preceding sentence, the Administrator Servicer or the Certificate Insurer, as the case may be, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees and expenses owed to the outgoing Trustee, provided that any successor Trustee appointed by the Servicer shall be acceptable to the Certificate Insurer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 9.8 shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 9.9 and payment of all fees and expenses owed to the outgoing Trustee. Other than The Servicer shall provide notice of such instrument, resignation or removal of the Trustee to each of the Rating Agencies and as provided in Section 10.2(b) the Depositor. If the Trustee and 10.3 below, no other documentation or action the Back-up Servicer shall be requiredthe same Person and the rights and obligations of the Back-up Servicer shall have been terminated pursuant to this Section 9.8, then the Certificate Insurer (or, if an Insurer Default shall have occurred and notwithstanding anything herein or be continuing, Holders of Class A Certificates evidencing a majority of the Class A Certificate Balance outstanding) shall have the option, by 60 days' prior notice in the Basic Documents writing to the contraryServicer and the Trustee, no consent shall be required of any Person with respect to such appointment or entering into any such agreementremove the Trustee, and the amendment provisions hereof will Certificate Insurer shall not apply have any liability to the Trustee, LBAC, the Depositor, the Servicer or any Certificateholder in connection with such instrumentremoval.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created with respect to any series of Notes by giving written notice thereof by first class mail of such resignation to the AdministratorCompany and to the Holders of such series of Notes at their addresses as they shall appear on the Note Register. Upon receiving such notice of resignation, the Administrator Company shall promptly appoint a successor Trustee trustee with respect to such series by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trusteetrustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, If no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person successor trustee with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee series shall have been so appointed and have accepted appointment within 30 45 days after the giving mailing of such notice of resignationresignation to the Holders, the resigning Trustee may petition may, at the expense of the Administrator Company, petition any court of competent jurisdiction for the appointment of a successor Trusteetrustee, or any Holder of such series of Notes who has been a bona fide Holder of a Note or Notes of such series for at least six months may, subject to the provisions of Section 7.09, on behalf of such Xxxxxx and all others similarly situated, petition any such court for the appointment of a successor trustee with respect to such series. If Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint such successor trustee. (a) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of Section 8.08 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Note or Notes of such series for at least six months, unless the Trustee’s duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act of 1939; (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 8.09 and shall fail to resign after written request therefor by the Administrator, Company or if at by any time such Holder of a Note of such series; or (3) the Trustee shall be legally unable become incapable of acting with respect to actany series of Notes, 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 then, then in any such case, the Administrator Company may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly with respect to such series and appoint a successor Trustee trustee for such series by written instrument, in duplicateCompany Order, one copy of which instrument Company Order shall be delivered to the outgoing Trustee so removed and one copy to the successor Trusteetrustee, and pay all fees owed or, subject to the outgoing Trustee. Other than provisions of Section 7.09, any Holder who has been a bona fide Holder of a Note or Notes of such instrumentseries for at least six months may, on behalf of such Holder and as provided in Section 10.2(b) and 10.3 belowall others similarly situated, no other documentation or action shall be required, and notwithstanding anything herein or in petition any court of competent jurisdiction for the Basic Documents to removal of the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, Trustee and the amendment provisions hereof will not apply to such instrument.appointment 39 28819972

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorGuarantor, the NIMS Insurer, the Depositor, the Master Servicer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor Trustee acceptable to the Guarantor (after consultation with 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (i) shall cease to be eligible in accordance with the provisions of Section 10.1 8.06 or (ii) fails to comply with the reporting obligations under Section 4.09(a), to the extent set forth in Section 4.09(c), and shall fail to resign after written request therefor by the Administrator, Depositor or the Guarantor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Depositor, the Master Servicer, the Guarantor or the NIMS Insurer may remove the Trustee. If the Administrator shall remove Depositor, the Master Servicer, the Guarantor or the NIMS Insurer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor, with the consent of the Guarantor, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trusteetrustee; provided that, and pay all fees owed in connection with the appointment of a successor Trustee under this paragraph, the Guarantor shall consult with the NIMS Insurer, but the decision to appoint a successor Trustee under this paragraph shall remain in the Guarantor's sole discretion. The Majority Certificateholders may, with the prior written consent of the Guarantor, at any time remove the Trustee by written instrument or instruments delivered to the outgoing Master Servicer and the Trustee; the Guarantor shall thereupon use its best efforts to appoint a successor trustee in accordance with this Section; provided, however, that in connection with the removal of the Trustee and appointment of a successor Trustee pursuant to this paragraph, the Guarantor shall consult with the NIMS Insurer, but the decision to remove the Trustee and appoint a successor Trustee in accordance with this paragraph shall remain in the Guarantor's sole discretion. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding 8.08. Notwithstanding anything herein or in the Basic Documents to the contrarycontrary contained herein the Trustee may not be removed by the Depositor or the Certificateholders without the prior written consent of the Guarantor, no which consent shall not be required unreasonably withheld. If the Trustee resigns or is removed, the Guarantor or the NIMS Insurer may terminate any Custodian or Paying Agent; PROVIDED, HOWEVER, that any such termination of any Person with respect to such appointment Custodian or entering into any such agreementPaying Agent shall not become effective until a successor Trustee (or a successor Custodian or Paying Agent, and as applicable, on its behalf) shall have assumed in writing the amendment provisions hereof will not apply to such instrumentduties of the terminated Custodian or Paying Agent, as applicable.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorTransferor, the Depositor, the Servicer, the Credit Enhancer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Transferor shall promptly appoint a successor Trustee (approved in writing by the Credit Enhancer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee (who shall deliver a copy to the Servicer) and one copy to the successor Trustee. Other than ; provided, however, that any such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action successor Trustee shall be required, and notwithstanding anything subject to the contrary herein or in prior written approval of the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentTransferor. 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 at the expense of the Administrator 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 10.1 9.06 and shall fail to resign after written request therefor by the AdministratorTransferor or the Credit Enhancer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located (which tax cannot be vacated by the appointment of a co-Trustee or separate trustee pursuant to Section 9.10), then the Administrator Transferor or the Credit Enhancer may remove the Trustee. If the Administrator shall remove Transferor or the Credit Enhancer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Transferor shall promptly appoint a successor Trustee (approved in writing by the Credit Enhancer, which approval shall not be unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay trustee. The Holders of Investor Certificates evidencing Percentage Interests aggregating over 50% of all fees owed Investor Certificates may at any time remove the Trustee by written instrument or instruments delivered to the outgoing Servicer, the Transferor and the Trustee; the Transferor shall thereupon use its best efforts to appoint a successor trustee in accordance with this Section. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 9.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument9.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice of such resignation to the Company and by mailing notice thereof to the AdministratorHolders at their addresses as they shall appear on the Note Register. Upon receiving such notice of resignation, the Administrator Company shall promptly appoint a successor Trustee trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. If no successor Trustee trustee shall have been so appointed and have accepted appointment within 30 60 days after the giving mailing of such notice of resignationresignation to the Holders, the resigning Trustee may petition may, at the expense of the Administrator Company, petition any court of competent jurisdiction for the appointment of a successor Trusteetrustee, or any Holder who has been a bona fide holder of a Note or Notes for at least six months (or since the date of this Indenture) may, subject to the provisions of Section 7.11, on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor trustee. If Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case at any time any of the following shall occur: (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 8.08 and shall fail to resign after written request therefor by the AdministratorCompany or by any such Holder, or if at any time (ii) the Trustee shall be legally unable to actbecome incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then then, in either case, the Administrator Company may remove the Trustee. If the Administrator shall by a Board Resolution remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly and appoint a successor Trustee trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trusteetrustee, and pay all fees owed or, subject to the outgoing Trustee. Other than such instrumentprovisions of Section 7.11, any Holder who has been a bona fide holder of a Note or Notes for at least six months (or since the date of this Indenture) may, on behalf of himself or herself and as provided in Section 10.2(b) and 10.3 belowall others similarly situated, no other documentation or action shall be required, and notwithstanding anything herein or in petition any court of competent jurisdiction for the Basic Documents to removal of the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, Trustee and the amendment provisions hereof will not apply to such instrument.appointment of a successor trustee. Such 47 #91808965v6 10058821.1

Resignation or Removal of Trustee. Trustee or any successor thereto may resign at any time without cause by giving at least sixty (a60) The Trustee days' prior written notice to each Certificate Holder, the Administrative Agent and Lessee, and the Majority Certificate Holders may at any time resign remove Trustee without cause by an instrument in writing delivered to Trustee, Lessee, each Certificate Holder and the Administrative Agent, such resignation or removal to be discharged from effective on the trusts hereby created by giving date on which a successor trustee is appointed hereunder. The Majority Certificate Holders may, at any time upon 30 days' prior written notice thereof to the Administrator. Upon receiving such notice of resignationTrust Company, the Administrator shall promptly Administrative Agent and Lessee by an instrument in writing, appoint a successor Trustee by written instrumenttrustee, in duplicateprovided, one copy of which instrument however, that a successor trustee shall be delivered to a bank, trust company or association organized under the resigning Trustee laws of the United States of America or any state thereof, shall have a combined capital and one copy to the successor Trustee. Other than such instrumentsurplus of at least $500,000,000, and shall have agreed to act as Trustee, and provided in Section 10.2(b) and 10.3 below, no other documentation or action further that any successor trustee shall be requiredsubject to approval by Lessee, which approval shall not be unreasonably withheld or delayed (except that, if a Lease Event of Default shall have occurred and notwithstanding anything be continuing, Lessee shall have no right to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentapprove a successor trustee). If no successor Trustee the Majority Certificate Holders shall not have been so appointed and have accepted appointment a successor trustee within 30 thirty (30) days after the giving of such notice of resignationsuch resignation or removal, the resigning Trustee may petition at the expense of the Administrator apply to any court of competent jurisdiction for to appoint a successor trustee to act until such time, if any, as a successor or successors shall have been appointed by the Majority Certificate Holders as above provided. Any successor trustee so appointed by such court shall immediately and without further act be superseded by a successor trustee appointed by the Majority Certificate Holders within one (1) year from the date of the appointment of by such court. In the event such a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property trustee shall be appointed, or any public officer shall take charge or control a Bill xx Sale evidencing the transfer of the Trustee or interest in the Equipment to and a written instrument evidencing the assumption of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Trustee. If the Administrator shall remove the Trustee obligations under the authority of Loan Agreement by the preceding sentencesuccessor trustee as Trustee, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument along with any additional documentation required (including Financing Statements) shall be delivered executed. Such documents shall be held by the successor trustee and shall be provided to the outgoing Trustee so removed and one copy other parties to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Operative Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentupon request.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the AdministratorTrustee, the Depositor, the Seller and the Rating Agencies. Upon receiving such notice of resignationresignation of the Trustee, the Administrator Depositor shall promptly appoint a successor Trustee that meets the requirements in 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the Administrator8.06 hereof, or if at any time the Trustee (b) shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the assessment of compliance or an attestation report required under Section 3.04 hereto within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.07 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.07 or any other party to deliver information in a timely manner as set forth in Section 3.07), then the Administrator Depositor may immediately remove the Trustee. If the Administrator shall remove Depositor removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee that meets the requirements of Section 8.06, by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed . The Majority Certificateholders may at any time remove the Trustee by written instrument or instruments delivered to the outgoing Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08 hereof.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorNIMS Insurer, the Depositor, the Servicer, the Swap Provider and each Rating Agency. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 8.06 and shall fail to resign after written request therefor by the Administrator, Depositor or the NIMS Insurer if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Depositor, the Servicer or the NIMS Insurer may remove the Trustee. If the Administrator shall remove Depositor, the Servicer or the NIMS Insurer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor, with the consent of the NIMS Insurer, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed trustee. The Majority Certificateholders (or the NIMS Insurer upon the failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the outgoing Servicer, the Depositor, the Swap Provider and the Trustee; the Depositor shall thereupon use its best efforts to appoint a successor trustee acceptable to the NIMS Insurer in accordance with this Section. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action 8.08. Any Person appointed as successor trustee pursuant to this Agreement shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall also be required of any Person with respect to such appointment or entering into any such agreement, and serve as successor supplemental interest trust trustee under the amendment provisions hereof will not apply to such instrumentInterest Rate Swap Agreement.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorTransferor, the Depositor, the Servicer, the Credit Enhancer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Transferor shall promptly appoint a successor Trustee (approved in writing by the Credit Enhancer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee (who shall deliver a copy to the Servicer) and one copy to the successor Trustee. Other than ; provided, however, that any such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action successor Trustee shall be required, and notwithstanding anything subject to the contrary herein or in prior written approval of the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentTransferor. 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 at the expense of the Administrator 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 10.1 9.06 and shall fail to resign after written request therefor by the AdministratorTransferor or the Credit Enhancer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located (which tax cannot be vacated by the appointment of a co-Trustee or separate trustee pursuant to Section 9.10), then the Administrator Transferor or the Credit Enhancer may remove the Trustee. If the Administrator shall remove Transferor or the Credit Enhancer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Transferor shall promptly appoint a successor Trustee (approved in writing by the Credit Enhancer, which approval shall not be unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. The Holders of Investor Certificates evidencing Percentage Interests aggregating more than 50% of all Investor Certificates may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Transferor and the Trustee, and pay all fees owed the Transferor shall thereupon use its best efforts to appoint a successor trustee in accordance with this Section 9.07. Any resignation or removal of the outgoing Trustee. Other than such instrument, Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 9.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument9.08.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the AdministratorTrustee, the Depositor, the Seller, the Guarantor, the Certificate Insurer and the Rating Agencies. Upon receiving such notice of resignationresignation of the Trustee, the Administrator Depositor shall promptly appoint a successor Trustee that meets the requirements in 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 10.1 8.06 hereof, (including that it is no longer acceptable to the Guarantor) and shall fail to resign after written request therefor by the AdministratorDepositor or the Guarantor, or if at any time the Trustee (b) shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidationliquidation or (c) shall fail to deliver to the Depositor and the Sponsor the information, attestations or reports required pursuant to Section 8.01(b) through (d) hereto, then the Administrator Depositor may remove the Trustee. If the Administrator shall remove Depositor removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee that meets the requirements of Section 8.06, by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed removed, and one copy to the successor Trustee, and pay all fees owed one copy to the outgoing Guarantor and one copy to the Certificate Insurer. The Majority Certificateholders or the Guarantor may at any time remove the Trustee by written instrument or instruments delivered to the Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) 8.08 hereof. As long as the Guarantee or the Certificate Insurance Policy is in effect, the Trustee will send a written notice to each of the Guarantor and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required Certificate Insurer of any Person with respect to such appointment resignation, removal or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentappointment.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorSeller, the Master Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Seller shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval shall not be unreasonably withheld) by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the resigning Trustee and one copy to Trustee, the successor Trustee. Other than ; provided, however, that any such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action successor Trustee shall be required, and notwithstanding anything subject to the contrary herein or in reasonable prior written approval of the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentMaster Servicer. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 9.06 and shall fail to resign after written request therefor by the AdministratorSeller, with the consent of the Certificate Insurer (so long as no Certificate Insurer Default exists) or the Certificate Insurer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Seller, the Master Servicer or the Certificate Insurer may remove the Trustee. If the Administrator shall remove Seller, the Master Servicer or the Certificate Insurer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Seller shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the outgoing resigning Trustee so removed and one copy to the successor Trustee. The Holders of Certificates evidencing Voting Rights aggregating at least 51% may, and pay all fees owed with the prior written consent of the Certificate Insurer, so long as no Certificate Insurer Default exists, at any time remove the Trustee by written instrument or instruments delivered to the outgoing Master Servicer, the Seller and the Trustee; shall thereupon use its best efforts to appoint a successor trustee in accordance with this Section. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding 9.08. Notwithstanding anything herein or in the Basic Documents to the contrarycontrary contained herein, so long as no Certificate Insurer Default exists, the Trustee may not be removed by the Seller or the Certificateholders without the prior written consent of the Certificate Insurer, which consent shall not be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentunreasonably withheld.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice of such resignation to the Company and by delivering notice thereof to the AdministratorHolders. Upon receiving such notice of resignation, the Administrator Company shall promptly appoint a successor Trustee trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. If no successor Trustee trustee shall have been so appointed and have accepted appointment within 30 60 days after the giving of such notice of resignationresignation to the Holders, the resigning Trustee may may, upon ten Business Days’ notice to the Company and the Holders, petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trusteetrustee, or any Holder who has been a bona fide holder of a Note or Notes for at least six months (or since the date of this Indenture) may, subject to the provisions of Section 6.11 [Undertaking to Pay Costs], on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor trustee. If Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case at any time any of the following shall occur: (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 7.08 [Eligibility of Trustee] and shall fail to resign after written request therefor by the AdministratorCompany or by any such Holder, or if at any time (ii) the Trustee shall be legally unable to actbecome incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then then, in either case, the Administrator Company may remove the Trustee. If the Administrator shall by a Board Resolution remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly and appoint a successor Trustee trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trusteetrustee, and pay all fees owed or, subject to the outgoing Trusteeprovisions of Section 6.11 [Undertaking to Pay Costs], any Holder who has been a bona fide holder of a Note or Notes for at least six months (or since the date of this Indenture) may, on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Other than Such court may thereupon, after such instrumentnotice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of a majority in aggregate principal amount of the Notes at the time outstanding, as provided determined in accordance with Section 10.2(b) 8.04 [Company-Owned Notes Disregarded], may at any time remove the Trustee and 10.3 below, no other documentation or action nominate a successor trustee that shall be required, and notwithstanding anything herein or in the Basic Documents deemed appointed as successor trustee unless within ten days after notice to the contrary, no consent shall be required Company of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument.43

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, the Administrator shall Servicer shall, with the consent of the Security Insurer, promptly appoint a successor 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. 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 at the expense of the Administrator 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 10.1 10.8 and shall fail to resign after written request therefor by the AdministratorServicer or the Security Insurer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation conservation, or liquidation, then the Administrator Servicer or the Security Insurer may remove the Trustee. If the Administrator it shall remove the Trustee under the authority of the immediately preceding sentence, the Administrator Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, . Any resignation or removal of the Trustee and pay all fees owed appointment of a successor Trustee pursuant to any of the outgoing Trustee. Other than such instrument, provisions of this Section 10.9 shall not become effective without the consent of the Security Insurer and as provided in until acceptance of appointment by the successor Trustee pursuant to Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument10.10.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor, the Servicer and the Seller. A copy of any such notice shall be sent to S&P and Moody's. Upon receiving such notice of resignation, the Administrator shall Seller xxxxx promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Trustee Servicer and the Seller and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 11.06 and shall fail to resign after written request therefor by the AdministratorDepositor, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Depositor may remove the Trustee. If the Administrator Depositor shall remove have removed the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. Holders of Class A Certificates, Holders of Class M Certificates and pay all fees owed Holders of Class B-1 Certificates evidencing, as to each such Class, Percentage Interests aggregating 51% or more may at any time remove the Trustee and appoint a successor by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of such instruments shall be delivered to the outgoing TrusteeDepositor, one complete set to the Trustee so removed and one complete set to the successor so appointed. Other than A copy of such instrumentinstrument shall be delivered to the Certificateholders, the Seller and the Servicer by the Depositor Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument11.08.

Resignation or Removal of Trustee. (aor Custodian) The Trustee (or Custodian, if applicable) may resign at any time resign and be discharged from by giving 30 days advance written notice to the trusts hereby created Employer. The resignation shall become effective 30 days after receipt of such notice unless a shorter period is agreed upon. The Employer may remove any Trustee (or Custodian) at any time by giving written notice thereof to the Administrator. Upon receiving such Trustee (or Custodian) and such removal shall be effective 30 days after receipt of such notice of resignation, unless a shorter period is agreed upon. The Employer shall have the Administrator shall promptly power to appoint a successor Trustee by written instrument(or Custodian). Upon such resignation or removal, in duplicate, one copy of which instrument shall be delivered to if the resigning or removed Trustee and one copy (or Custodian) is the sole Trustee (or Custodian), he shall transfer all of the assets of the Fund then held by him as expeditiously as possible to the successor TrusteeTrustee (or Custodian) after paying or reserving such reasonable amount as he shall deem necessary to provide for the expense in the settlement of the accounts and the amount of any compensation due him and any sums chargeable against the Fund for which he may be liable. Other than If the Funds as reserved are not sufficient for such instrumentpurpose, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action then he shall be requiredentitled to reimbursement from the successor Trustee (or Custodian) out of the assets in the successor Trustee's (or Custodian's) hands under this Plan. If the amount reserved shall be in excess of the amount actually needed, and notwithstanding anything the former Trustee (or Custodian) shall return such excess to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee (or Custodian). Upon receipt of such assets, the successor Trustee (or Custodian) shall have been so appointed thereupon succeed to all of the powers and have accepted appointment responsibilities given to the Trustee (or Custodian) by this Plan. The resigning or removed Trustee (or Custodian) shall render an accounting to the Employer and unless objected to by the Employer within 30 days after the giving of such notice of resignationits receipt, the resigning Trustee may petition at the expense of the Administrator 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 Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee accounting shall be legally unable deemed to act, have been approved and the resigning or removed Trustee (or Custodian) shall be adjudged bankrupt released and discharged as to all matters set forth in the accounting. Where a financial organization is serving as Trustee (or insolventCustodian) and it is merged with or bought by another organization (or comes under the control of any federal or state agency), that organization shall serve as the successor Trustee (or a receiver Custodian) of this Plan, but only if it is the type of organization that can so serve under applicable law. Where the Trustee or of its property shall be appointed, Custodian is serving as a nonbank trustee or any public officer shall take charge or control custodian pursuant to Section 1.401-12(n) of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentenceIncome Tax Regulations, the Administrator shall promptly Employer will appoint a successor Trustee (or Custodian) upon notification by written instrument, in duplicate, one copy the Commissioner of which instrument shall be delivered Internal Revenue that such substitution is required because the Trustee (or Custodian) has failed to comply with the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than requirements of Section 1.401-12(n) or is not keeping such instrument, and records or making such returns or rendering such statements as provided in Section 10.2(b) and 10.3 below, no other documentation are required by forms or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentregulations.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor, the Master Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a aa successor Trustee reasonably acceptable to the Certificate 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee, and if the Certificate Insurer fails to do so within 30 days, the resigning Trustee may petition at the expense of the Administrator 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 10.1 8.06 and shall fail to resign after written request therefor by the Administrator, Depositor (with the consent of the Certificate Insurer) or by the Certificate Insurer or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Certificate Insurer, the Depositor (with the consent of the Certificate Insurer) or the Master Servicer (with the consent of the Certificate Insurer) may remove the Trustee. If the Administrator shall remove Depositor (with the consent of the Certificate Insurer) or the Master Servicer (with the consent of the Certificate Insurer) removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor (with the consent of the Certificate Insurer) shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor trustee. If no successor Trustee shall have been so 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. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Master Servicer. The Certificate Insurer or the Majority Certificateholders may at any time remove the Trustee by written instrument or instruments delivered to the Master Servicer, the Depositor and the Trustee; 125 the Depositor shall thereupon use its best efforts to appoint a successor trustee in accordance with this Section. The Depositor shall deliver a copy of such instrument to the successor Trustee, and pay all fees owed the successor Trustee shall deliver a copy of such instrument to the outgoing TrusteeCertificateholders, the Certificate Insurer and the Master Servicer. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor, the Master Servicer [, the Certificate Insurer] and each Rating Agency. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor 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. Other than ; PROVIDED, HOWEVER, that any such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action successor Trustee shall be required, and notwithstanding anything subject to the contrary herein or in prior written approval of the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentMaster Servicer. 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 at the expense of the Administrator 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 10.1 9.06 and shall fail to resign after written request therefor by the AdministratorDepositor [with the consent of the Certificate Insurer (so long as no Certificate Insurer Default exists) or the Certificate Insurer], or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Depositor [or the Certificate Insurer] may remove the Trustee. If the Administrator shall remove Depositor [or the Certificate Insurer] removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee [(approved in writing by the Certificate Insurer, so long as such approval is not unreasonably withheld)] by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, . Any resignation or removal of the Trustee and pay all fees owed appointment of a successor Trustee pursuant to any of the outgoing Trustee. Other than such instrument, and provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding 9.08. [Notwithstanding anything herein or in the Basic Documents to the contrarycontrary contained herein, so long as no Certificate Insurer Default exists, the Trustee may not be removed by the Depositor or the Certificateholders without the prior written consent of the Certificate Insurer, which consent shall not be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentunreasonably withheld.]

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorCMSI. Upon receiving such notice of resignation, the Administrator CMSI shall promptly appoint a successor Trustee by written instrumentinstrument , in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor TrusteeXxxxxxx. If at any time the Trustee shall cease to be eligible in accordance with the provision of Section 10.1 8.06 and shall fail to resign after written request therefor by the AdministratorCMSI, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation conversion or liquidation, then the Administrator CMSI may remove the Trustee. If the Administrator shall remove it removes the Trustee under the authority of the immediately preceding sentence, the Administrator CMSI shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. The Trustee may also be removed at any time (i) by the Issuer, and pay all fees owed (a) if the Trustee ceases to be eligible to continue as such under the Pooling Agreement or if the Trustee becomes insolvent, (b) if the Trustee breaches any of its duties under the Pooling Agreement which materially adversely affects the Certificateholders, (c) if through the performance or nonperformance of certain actions by the Trustee, the rating assigned to the outgoing TrusteeCitiCertificates would be lowered or (d) if the credit rating of the Trustee is downgraded to a level which would result in the rating assigned to the CitiCertificates to be lowered; or (ii) by the holders of Certificates evidencing more than 50% of the Voting Interest of the CitiCertificates then outstanding and more than 50% of the Percentage Interests of the Residual Certificates. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, with the Administrator prior written consent of (a) the Certificate Insurer (provided no Insurer Default has occurred which is continuing) and the Holders of Class A Certificates evidencing not less than 51% of the Class A Certificate Balance or (b) if the Class A Certificates have been paid in full and all outstanding Reimbursement Obligations and other amounts owing to the Certificate Insurer have been paid in full, with the prior written consent of the Holders of Class B Certificates evidencing not less than 51% of the Class B Certificate Balance, the Servicer shall promptly appoint a successor 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. 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 at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. The Trustee may be removed at any time by written demand of the Certificate Insurer delivered to the Trustee and the Servicer; provided that, if an Insurer Default has occurred which is continuing, such right of the Certificate Insurer shall be inoperative during the period of such Insurer Default and shall instead vest in the Trustee acting at the direction of the Holders of Class A Certificates evidencing not less than 51% of the Class A Certificate Balance or, from and after such time as the Class A Certificates have been paid in full and all outstanding Reimbursement Obligations and other amounts due to the Certificate Insurer have been paid in full, the Holders of Class B Certificates evidencing not less than 51% of the Class B Certificate Balance, in each case, in accordance with Section 12.11. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.8 and shall fail to resign after written request therefor by the AdministratorServicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver receiver, conservator or liquidator 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 Administrator Servicer may remove the Trustee. If the Administrator Servicer shall remove the Trustee under the authority of the immediately preceding sentence, the Administrator Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees and expenses owed to the outgoing Trustee. Other than such instrument, Any resignation or removal of the Trustee and as provided in appointment of a successor Trustee pursuant to any of the provisions of this Section 10.2(b) 10.9 shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.10 and 10.3 below, no other documentation or action shall be required, payment of all fees and notwithstanding anything herein or in the Basic Documents expenses owed to the contrary, no consent outgoing Trustee. The Servicer shall be required provide notice of any Person with respect such resignation or removal of the Trustee to such appointment or entering into any such agreement, and each of the amendment provisions hereof will not apply to such instrumentRating Agencies.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorCompany. Upon receiving such notice of resignation, the Administrator Company shall promptly appoint a successor 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If the conditions in any of the following clauses (i), (ii) or (iii) shall occur at any time time, the Company may remove the Trustee: (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 8.06 and shall fail to resign after written request therefor by the Administrator, or if at any time Company; (ii) the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iii) the replacement of the Trustee with a successor Trustee will enable the Company to avoid (and should, then based on the Administrator may remove information included in the notice referred to below, result in the avoidance of) a downgrading of the ratings assigned to the Certificates by the Rating Agencies (whether or not other actions could avoid such downgrading) and no Event of Default, as provided by Section 7.01 hereof, shall have occurred or be continuing; provided, however, that no action shall be taken pursuant to this clause (iii) unless reasonable notice shall have been provided to the Trustee, which notice shall set forth the 104 basis for any rating downgrade as contemplated by the Rating Agencies and shall also indicate the manner in which such proposed action is intended to avoid such downgrade. If the Administrator shall remove it removes the Trustee under the authority of the immediately preceding sentence, the Administrator Company shall promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, trustee. Any resignation or removal of the Trustee and pay all fees owed appointment of a successor Trustee pursuant to any of the outgoing Trustee. Other than such instrument, and provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08.

Resignation or Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving upon sixty (60) days' written notice thereof to the AdministratorBoard of Review, and the Board of Review may remove the Trustee at any time upon sixty (60) days' written notice to the Trustee; provided, however, that the parties may by written instrument waive such notice. Upon receiving Any Co-Trustees may resign at any time upon sixty (60) days' written notice to the Board of Review and to the Trustee, and the Board of Review may remove any of the Co-Trustees at any time upon sixty (60) days' written notice to the Co-Trustees and to the Trustee; provided, however, that the parties may by written instrument waive such notice. The Trustee reserves the right at any time to resign immediately if the Company transfers the Plan's administration to a recordkeeper other than the recordkeeper designated in the Service Agreement, without the Trustee's prior written consent, by delivering to the Company a notice of resignationresignation certified by the Trustee. The Trustee further reserves the right at any time to resign immediately by delivering to the Company a notice of resignation certified by the Trustee if the assets of the Trust are not invested in investment products which are sponsored, underwritten or managed by affiliates of the Trustee, unless the Service Agreement otherwise specifically provides. If the Trustee or any of the Co-Trustees shall resign, be removed or for any other reason cease to be Trustee or a Co-Trustee, as applicable, the Administrator Board of Review shall promptly appoint a successor 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. 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 at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Co-Trustee. If at such Successor Trustee is appointed, the Trustee, upon receipt of acceptance by such successor, shall promptly deliver all of the assets of the Trust less any time unpaid fees or expenses to the Trustee shall cease Successor Trustee. Subject to be eligible in accordance with Section 10.1 and shall fail to resign after written request therefor by the Administratorforegoing provisions, any resignation or if at any time the Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver removal of the Trustee or any Co-Trustee or appointment of its property a new Trustee or Co-Trustee shall be appointedby instrument in writing and shall become effective on the date therein specified. Any successor Trustee or Co-Trustee shall have the same powers and duties as the succeeded Trustee or Co-Trustee, as the case may be, subject to such changes as the Board of Review may then determine. Upon request of such successor Trustee or any public officer shall take charge or control Co-Trustee, the Board of Review and the Trustee or Co-Trustee ceasing to act shall execute and deliver such instruments of conveyance and further assurance and do such things as may reasonably be required for more fully and certainly vesting and confirming in such successor Trustee or Co-Trustee all the right, title and interest of the retiring Trustee or Co-Trustee in and to the assets of the Trust. The Trustee is authorized, however, to reserve such sums of money as may be reasonable for payment of its property compensation and expenses (including legal fees) in connection with the settlement of its account or affairs for the purpose otherwise, and any balance of rehabilitation, conservation or liquidation, then the Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority such reserve remaining after payment of the preceding sentence, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument such compensation and expenses shall be delivered to the outgoing Trustee so removed and one copy promptly paid over to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation Trustee or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentTrustees.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. 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 at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment. If at any time the Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 10.1 10.01 and shall fail to resign after written request therefor by the Administrator, or if at any time an Insolvency Event with respect to the Trustee shall have occurred and be legally unable to act, 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 liquidationcontinuing, then the Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, Trustee and pay payment of all fees owed to the outgoing Trustee. Other than such instrumentAny resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.03, payment of all fees and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents expenses owed to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, outgoing Trustee and the filing of a certificate of amendment provisions hereof will not apply to the Trust's certificate of trust pursuant to Section 3810(b) of the Delaware Statutory Trust Statute. The Administrator shall provide notice of such instrumentresignation or removal of the Trustee and to each of the Rating Agencies.

Resignation or Removal of Trustee. (a) The Trustee or the Delaware Trustee, as the case may be, may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor Trustee or Delaware Trustee, as the case may be, meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Delaware Trustee and one copy to the successor Trustee or Delaware Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee or Delaware Trustee, as the case may be, shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Delaware Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee or Delaware Trustee, as applicable; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Trustee or Delaware Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment. If at any time the Trustee or the Delaware Trustee, as the case may be, shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 10.1 10.01 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee shall be legally unable an Insolvency Event with respect to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property the Delaware Trustee, as the case may be, shall have occurred and 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 liquidationcontinuing, then the Administrator may remove the Trustee or the Delaware Trustee, as applicable. If the Administrator shall remove the Trustee or the Delaware Trustee, as the case may be, under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Trustee or the Delaware Trustee, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee or the Delaware Trustee, as applicable, so removed and one copy to the successor Trustee or the Delaware Trustee, as applicable, and pay payment of all fees owed to the outgoing Trustee or Delaware Trustee, as applicable. Other than such instrumentAny resignation or removal of the Trustee or the Delaware Trustee, as applicable, and appointment of a successor Trustee or Delaware Trustee, as provided in applicable, pursuant to any of the provisions of this Section 10.2(b) shall not become effective until acceptance of appointment by the successor Trustee or Delaware Trustee, as applicable, pursuant to Section 10.03, payment of all fees and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents expenses owed to the contraryoutgoing Trustee or Delaware Trustee, no consent shall be required of any Person with respect to such appointment or entering into any such agreementas applicable, and the filing of a certificate of amendment provisions hereof will not apply to the Trust’s certificate of trust pursuant to Section 3810(b) of the Delaware Statutory Trust Act. The Administrator shall provide notice of such instrumentresignation or removal of the Trustee or the Delaware Trustee, as applicable, and to each of the Rating Agencies.

Resignation or Removal of Trustee. Bank or any successor thereto as Trustee may resign as Trustee at any time without cause by giving at least 60 days' prior written notice to each Lender, the Administrative Agent and each Grantor, and the Required Lenders (aor Grantors, if there exists no Event of Default and then at the expense of Grantors) The Trustee may at any time resign remove the Trustee without cause by an instrument in writing delivered to the Trustee, the Administrative Agent and each Grantor, such resignation or removal to be effective on the later of the date specified in such notice or written instrument or the date on which a successor trustee is appointed hereunder. With the written consent of the Administrative Agent (and, so long as a Lease Event of Default shall not have occurred and be discharged from continuing, each Grantor), the trusts hereby created by giving Required Lenders may, at any time upon 30 days' prior written notice thereof to the Administrator. Upon receiving such notice of resignationAdministrative Agent and each Grantor by an instrument in writing, the Administrator shall promptly appoint a successor Trustee trustee; provided, however, so long as a Lease Event of Default shall not have occurred and be continuing and with the written consent of the Required Lenders and at the expense of Grantors, the Grantors may, after 30 days from the date of such consent by written instrumentan instrument in writing, in duplicateappoint a successor trustee; provided, one copy of which instrument further, that any successor trustee shall be delivered to a bank or trust company organized under the resigning Trustee laws of the United States of America or any state thereof that has a combined capital and one copy to surplus of at least $100,000,000; and provided, further, that, if required by Applicable Law, the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action Mississippi Gaming Commission shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required have made a determination of any Person suitability with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentsuccessor trustee. If no the Required Lenders do not appoint a successor Trustee shall have been so appointed and have accepted appointment trustee within 30 days after the giving of such notice of resignationsuch resignation or removal, the resigning Administrative Agent or the Trustee may petition at the expense of the Administrator apply to 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 Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee shall be legally unable to act, 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 Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly appoint a successor Trustee trustee to act until a successor or successors is appointed by written instrument, in duplicate, the Required Lenders as above provided. Any successor trustee so appointed by such court shall immediately and without further act be superseded by a successor trustee appointed by the Required Lenders within one copy year from the date of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than appointment by such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentcourt.

Resignation or Removal of Trustee. (aOR CUSTODIAN) The Trustee (or Custodian, if applicable) may resign at any time resign and be discharged from by giving 30 days advance written notice to the trusts hereby created Employer. The resignation shall become effective 30 days after receipt of such notice unless a shorter period is agreed upon. The Employer may remove any Trustee (or Custodian) at any time by giving written notice thereof to the Administrator. Upon receiving such Trustee (or Custodian) and such removal shall be effective 30 days after receipt of such notice of resignation, unless a shorter period is agreed upon. The Employer shall have the Administrator shall promptly power to appoint a successor Trustee by written instrument(or Custodian). Upon such resignation or removal, in duplicate, one copy of which instrument shall be delivered to if the resigning or removed Trustee and one copy (or Custodian) is the sole Trustee (or Custodian), he shall transfer all of the assets of the Fund then held by him as expeditiously as possible to the successor TrusteeTrustee (or Custodian) after paying or reserving such reasonable amount as he shall deem necessary to provide for the expense in the settlement of the accounts and the amount of any compensation due him and any sums chargeable against the Fund for which he may be liable. Other than If the Funds as reserved are not sufficient for such instrumentpurpose, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action then he shall be requiredentitled to reimbursement from the successor Trustee (or Custodian) out of the assets in the successor Trustee's (or Custodian's) hands under this Plan. If the amount reserved shall be in excess of the amount actually needed, and notwithstanding anything the former Trustee (or Custodian) shall return such excess to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee (or Custodian). Upon receipt of such assets, the successor Trustee (or Custodian) shall have been so appointed thereupon succeed to all of the powers and have accepted appointment responsibilities given to the Trustee (or Custodian) by this Plan. The resigning or removed Trustee (or Custodian) shall render an accounting to the Employer and unless objected to by the Employer within 30 days after the giving of such notice of resignationits receipt, the resigning Trustee may petition at the expense of the Administrator 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 Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee accounting shall be legally unable deemed to act, have been approved and the resigning or removed Trustee (or Custodian) shall be adjudged bankrupt released and discharged as to all matters set forth in the accounting. Where a financial organization is serving as Trustee (or insolventCustodian) and it is merged with or bought by another organization (or comes under the control of any federal or state agency), that organization shall serve as the successor Trustee (or a receiver Custodian) of this Plan, but only if it is the type of organization that can so serve under applicable law. Where the Trustee or of its property shall be appointed, Custodian is serving as a nonbank trustee or any public officer shall take charge or control custodian pursuant to Section 1.401-12(n) of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentenceIncome Tax Regulations, the Administrator shall promptly Employer will appoint a successor Trustee (or Custodian) upon notification by written instrument, in duplicate, one copy the Commissioner of which instrument shall be delivered Internal Revenue that such substitution is required because the Trustee (or Custodian) has failed to comply with the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than requirements of Section 1.401-12(n) or is not keeping such instrument, and records or making such returns or rendering such statements as provided in Section 10.2(b) and 10.3 below, no other documentation are required by form or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentregulations.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor Trustee by written instrumentinstrument , in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 Section 10.1 8.06 and shall fail to resign after written request therefor by the AdministratorDepositor, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation conversion or liquidation, then the Administrator Depositor may remove the Trustee. If the Administrator shall remove Depositor removes the Trustee under the authority of the preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. The Trustee may also be removed at any time (i) by the Depositor, and pay all fees owed (a) if the Trustee breaches any of its duties under this Agreement, which breach materially adversely affects the Certificateholders, (b) if through the performance or nonperformance of certain actions by the Trustee, any rating assigned to the outgoing TrusteeCertificates would be reduced, qualified or withdrawn or (c) if the credit rating of the Trustee is downgraded to a level which would result in any rating assigned to the Certificates to be reduced, qualified or withdrawn; or (ii) by the holders of Certificates evidencing more than 50% of the Voting Interest of the Certificates then outstanding and more than 50% of the Percentage Interests of the Residual Certificates. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorServicer with a copy to the Trust Depositor, the Seller, and the Certificateholders. Upon receiving such notice of resignation, the Administrator Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Trustee Trust Depositor, the Seller, and the Certificateholders and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and shall have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 11.07 and shall fail to resign after written request therefor by the AdministratorServicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Servicer may remove the Trustee. If the Administrator Servicer shall remove have removed the Trustee under the authority of the immediately preceding sentence, the Administrator Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, instrument one copy of which instrument shall be delivered to the outgoing Trustee so removed removed, the Trust Depositor, the Back-up Servicer and the Seller and one copy to the successor Trustee, trustee. Any resignation or removal of the Trustee and pay all fees owed appointment of a successor Trustee pursuant to any of the outgoing Trustee. Other than such instrument, and provisions of this Section 11.08 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation 11.09. Any resigning or action removed Trustee shall be required, entitled to payment of all Trustee's Fees earned and notwithstanding anything herein or in the Basic Documents reimbursement for all expenses incurred by it up to the contrary, no consent shall be required date of any Person with respect to such appointment or entering into any such agreement, resignation. All indemnification obligations of the Servicer and the amendment provisions hereof will not apply to Seller shall survive such instrumentresignation or removal.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorCompany. Upon receiving such notice of resignation, the Administrator Company shall promptly appoint a successor 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such 137 notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If the conditions in any of the following clauses (i), (ii) or (iii) shall occur at any time time, the Company may remove the Trustee: (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 8.06 and shall fail to resign after written request therefor by the Administrator, or if at any time Company; (ii) the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iii) the replacement of the Trustee with a successor Trustee will enable the Company to avoid (and should, then based on the Administrator may remove information included in the notice referred to below, result in the avoidance of) a downgrading of the ratings assigned to the Certificates by the Rating Agencies (whether or not other actions could avoid such downgrading) and no Event of Default, as provided by Section 7.01 hereof, shall have occurred or be continuing; provided, however, that no action shall be taken pursuant to this clause (iii) unless reasonable notice shall have been provided to the Trustee, which notice shall set forth the basis for any rating downgrade as contemplated by the Rating Agencies and shall also indicate the manner in which such proposed action is intended to avoid such downgrade. If the Administrator shall remove it removes the Trustee under the authority of the immediately preceding sentence, the Administrator Company shall promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, trustee. Any resignation or removal of the Trustee and pay all fees owed appointment of a successor Trustee pursuant to any of the outgoing Trustee. Other than such instrument, and provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08.

Resignation or Removal of Trustee. (a) The Trustee may resign at any time resign --------------------------------- upon one hundred and be discharged from the trusts hereby created by giving twenty (120) days' written notice thereof to the AdministratorCompany, and the Company may remove the Trustee at any time upon one hundred and twenty (120) days' written notice to the Trustee; provided, however, that the parties may by written instrument waive such notice. Upon receiving such The Trustee reserves the right at any time to resign immediately if the Company transfers the Plan's administration to a recordkeeper other than the recordkeeper designated in the Service Agreement, without the Trustee's prior written consent, by delivering to the Company a notice of resignationresignation certified by the Trustee. The Trustee further reserves the right at any time to resign immediately by delivering to the Company a notice of resignation certified by the Trustee if the assets of the Trust are not invested in investment products which are sponsored, underwritten or managed by affiliates of the Trustee, unless the Service Agreement allows such other products. If the Trustee shall resign, be removed or for any other reason cease to be Trustee, the Administrator Company shall promptly appoint a successor Trustee or Trustees to whom the Trustee, upon receipt of acceptance by written instrumentsuch successor, in duplicateshall promptly deliver all of the assets of the Trust less any unpaid fees or expenses. Subject to the foregoing provisions, one copy any resignation or removal of which instrument the Trustee or appointment of a new Trustee shall be delivered to by instrument in writing and shall become effective on the resigning Trustee and one copy to the successor Trusteedate therein specified. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no Any successor Trustee shall have been so appointed the same powers and have accepted appointment within 30 days after duties as the giving succeeded Trustee, subject to such changes as the Company may then determine. Upon request of such notice of resignationsuccessor Trustee or Trustees, the resigning Company and the Trustee ceasing to act shall execute and deliver such instruments of conveyance and further assurance and do such things as may petition at reasonably be required for more fully and certainly vesting and confirming in such successor Trustee or Trustees all the expense right, title and interest of the Administrator retiring Trustee in and to the assets of the Trust. The Trustee is authorized, however, to reserve such sums of money as may be reasonable for payment of its compensation and expenses (including legal fees) in connection with the settlement of its account or otherwise, and any court balance of competent jurisdiction for the appointment such reserve remaining after payment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with Section 10.1 such compensation and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee expenses shall be legally unable to act, 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 Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy paid over to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation Trustee or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentTrustees.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the AdministratorNIMs Insurer, the Depositor, the Master Servicer and the Certificateholders. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor 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 Trusteetrustee acceptable to the NIMs Insurer. Other than A copy of such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action instrument shall be required, and notwithstanding anything delivered to the contrary herein or in Certificateholders, the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, Trustee and the amendment provisions hereof will not apply to such instrumentMaster Servicer by the Depositor. If no successor Trustee 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 at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trusteetrustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 8.06 and shall fail to resign after written request therefor by the AdministratorDepositor or the NIMs Insurer, or if at any time the Trustee shall be legally unable to actbecome 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 Administrator Depositor or the NIMs Insurer may remove the Trustee. If Trustee and the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly Depositor may appoint a successor Trustee trustee acceptable to the NIMs Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and 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 entitled to at least 51% of the Voting Rights, with the consent of the NIMs 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 copy complete set to the successor Trustee, and pay all fees owed so appointed. A copy of such instrument shall be delivered to the outgoing TrusteeCertificateholders and the Master Servicer by the Depositor. Other than 121 The NIMs Insurer, upon the failure of the Trustee to perform its obligations hereunder, may remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by the NIMs Insurer, 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, instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08.

Resignation or Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving one hundred eighty (180) days’ written notice thereof to the Plan Administrator. Upon receiving such The Plan Administrator may remove the Trustee at any time by giving ninety (90) days’ written notice of resignationto the Trustee. However, the parties may mutually agree, which agreement shall not be unreasonably withheld, to extend the notice up to three hundred sixty-five (365) days in the event it is reasonably necessary to transfer the Trust Fund in their respective sole discretion. In the case of the resignation or removal of the Trustee, the Plan Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy trustee who shall have the same powers and duties as those conferred upon the Trustee. Upon the resignation or removal of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. 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 at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time trustee, the Trustee shall cease account for the administration of the Trust Fund up to be eligible the date of its resignation or removal in accordance with Section 10.1 and shall fail to resign after written request therefor by the Administratormanner provided in Article NINTH hereof and, upon the approval or if at any time the Trustee shall be legally unable to actdeemed approval of such accounting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or its agent shall transfer to the successor trustee all of its property shall be appointed, or any public officer shall take charge or control of the assets then constituting the Trust Fund and the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Trustee. If the Administrator agent shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed maximum extent permitted by ERISA be forever released and one copy to the successor Trustee, discharged from all liability and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person accountability with respect to the propriety of its acts and transactions; provided, however, that the Trustee or its agent may, in its sole discretion, transfer such appointment or entering into any assets prior to the completion of such agreementaccounting if the Plan Administrator agrees thereto in writing, and such writing to include such limitations on the amendment provisions hereof will not Trustee’s liability therefor as the Trustee may deem appropriate. The term “Trustee” as used in this Agreement shall be deemed to apply to such instrumentany successor trustee acting hereunder.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, the Administrator Servicer shall promptly appoint a successor 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. If no successor Trustee trustee shall have been so appointed and have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trusteetrustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 11.6 hereof and shall fail to resign after written request therefor by the AdministratorTransferor, or if at any time the Trustee shall be legally unable to act, 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 Administrator may remove the Trustee. If the Administrator Transferor may, but shall not be required to, remove the Trustee under the authority of the preceding sentence, the Administrator shall and promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor trustee. (c) If (i) the Trustee shall fail to perform any of its obligations hereunder, (ii) a Securityholder shall deliver written notice of such failure to the Trustee, and pay all fees owed (iii) the Trustee shall not have corrected such failure for 60 days thereafter, then the Holders of Investor Securities representing more than 50% of the Invested Amount (including related commitments of holders of Variable Funding Securities) shall have the right to remove the Trustee and (with the consent of the Transferor, which shall not be unreasonably withheld) promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing TrusteeTrustee so removed and one copy to the successor trustee. Other than such instrument, (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 11.7 shall not become effective until acceptance of appointment by the successor trustee as provided in Section 10.2(b) 11.8 hereof and 10.3 below, no other documentation any liability of the Trustee arising hereunder shall survive such appointment of a successor trustee. Notice of any resignation or action removal of the Trustee and appointment of a successor trustee shall be required, provided to Moody's and notwithstanding anything herein or Standard & Poor's by the Servicer in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument.a prompt manner. Section 11.8

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor, the Seller, the Master Servicer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Seller shall promptly appoint a successor Trustee (approved in writing by the Servicer, so long as such approval shall not unreasonably be withheld) by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the resigning Trustee and one copy the Successor Trustee; PROVIDED, HOWEVER, that any such successor Trustee shall be subject to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to prior written approval of the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentServicer. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 9.06 and shall fail to resign after written request therefor by the Administrator, Depositor or the Seller or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Depositor, the Seller or the Master Servicer may remove the Trustee. If the Administrator shall remove Depositor, the Seller or the Master Servicer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Seller shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. The Holders of Certificates evidencing Voting Rights aggregating over 50% of all Voting Rights may, and pay all fees owed at any time remove the Trustee by written instrument or instruments delivered to the outgoing Servicer, the Seller and the Trustee; and the Seller shall thereupon use its best efforts to appoint a successor trustee in accordance with this Section 9.07. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 9.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument9.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created with respect to one or both Certificate Groups by giving written notice thereof to the AdministratorCompany. Upon receiving such notice of resignation, the Administrator Company shall promptly appoint a successor 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If the conditions in any of the following clauses (i), (ii) or (iii) shall occur at any time time, the Company may remove the Trustee: (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 8.06 and shall fail to resign after written request therefor by the Administrator, or if at any time Company; (ii) the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iii) the replacement of the Trustee with a successor Trustee will enable the Company to avoid (and should, then based on the Administrator may remove information included in the notice referred to below, result in the avoidance of) a downgrading of the ratings assigned to the Certificates by the Rating Agencies (whether or not other actions could avoid such downgrading) and no Event of Default, as provided by Section 7.01 hereof, shall have occurred or be continuing; provided, however, that no action shall be taken pursuant to this clause (iii) unless reasonable notice shall have been provided to the Trustee, which notice shall set forth the 125 basis for any rating downgrade as contemplated by the Rating Agencies and shall also indicate the manner in which such proposed action is intended to avoid such downgrade. If the Administrator shall remove it removes the Trustee under the authority of the immediately preceding sentence, the Administrator Company shall promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, trustee. Any resignation or removal of the Trustee and pay all fees owed appointment of a successor Trustee pursuant to any of the outgoing Trustee. Other than such instrument, and provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08.

Resignation or Removal of Trustee. (aOR CUSTODIAN) The Trustee (or Custodian, if applicable) may resign at any time resign and be discharged from by giving 30 days advance written notice to the trusts hereby created Employer. The resignation shall become effective 30 days after receipt of such notice unless a shorter period is agreed upon. The Employer may remove any Trustee (or Custodian) at any time by giving written notice thereof to the Administrator. Upon receiving such Trustee (or Custodian) and such removal shall be effective 30 days after receipt of such notice of resignation, unless a shorter period is agreed upon. The Employer shall have the Administrator shall promptly power to appoint a successor Trustee by written instrument(or Custodian). Upon such resignation or removal, in duplicate, one copy of which instrument shall be delivered to if the resigning or removed Trustee and one copy (or Custodian) is the sole Trustee (or Custodian), he or she shall transfer all of the assets of the Fund then held by such Trustee (or Custodian) as expeditiously as possible to the successor TrusteeTrustee (or Custodian) after paying or reserving such reasonable amount as he or she shall deem necessary to provide for the expense in the settlement of the accounts and the amount of any compensation due him or her and any chargeable against the Fund for which he or she may be liable. Other than If the Funds as reserved are not sufficient for such instrumentpurpose, and as provided in Section 10.2(b) and 10.3 below, no other documentation then he or action she shall be requiredentitled to reimbursement from the successor Trustee (or Custodian) out of the assets in the successor Trustee's (or Custodian's) hands under this Plan. If the amount reserved shall be in excess of the amount actually needed, and notwithstanding anything the former Trustee (or Custodian) shall return such excess to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee (or Custodian). Upon receipt of the transferred assets, the successor Trustee (or Custodian) shall have been so appointed thereupon succeed to all of the powers and have accepted appointment responsibilities given to the Trustee (or Custodian) by this Plan. The resigning or removed Trustee (or Custodian) shall render an accounting to the Employer and unless objected to by the Employer within 30 days after the giving of such notice of resignationits receipt, the resigning Trustee may petition at the expense of the Administrator 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 Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee accounting shall be legally unable deemed to act, have been approved and the resigning or removed Trustee (or Custodian) shall be adjudged bankrupt released and discharged as to all matters set forth in the accounting. Where a financial organization is serving as Trustee (or insolventCustodian) and it is merged with or bought by another organization (or comes under the control of any federal or state agency), that organization shall serve as the successor Trustee (or a receiver Custodian) of this Plan, but only if it is the type of organization that can so serve under applicable law. Where the Trustee or of its property shall be appointed, Custodian is serving as a nonbank trustee or any public officer shall take charge or control custodian pursuant to Section 1.401-12(n) of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentenceIncome Tax Regulations, the Administrator shall promptly Employer will appoint a successor Trustee (or Custodian) upon notification by written instrument, in duplicate, one copy the Commissioner of which instrument shall be delivered Internal Revenue that such substitution is required because the Trustee (or Custodian) has failed to comply with the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than requirements of Section 1.401-12(n) or is not keeping such instrument, and records or making such returns or rendering such statements as provided in Section 10.2(b) and 10.3 below, no other documentation are required by forms or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentregulations.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorSeller and each Certificateholder. Upon receiving such notice of resignation, the Administrator Majority Certificateholders with the approval of each Rating Agency, if any, shall promptly appoint a successor 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. 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 at the expense of the Administrator 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 10.1 11.08 and shall fail to resign after written request therefor by the AdministratorSeller, or if at any time the Trustee shall be legally unable to act, 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 Administrator Majority Certificateholders may remove the Trustee. If the Administrator Majority Certificateholders shall remove the Trustee under the authority of the immediately preceding sentence, the Administrator Majority Certificateholders with the approval of each Rating Agency, if any, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, Trustee and pay payment of all fees and expenses owed to the outgoing Trustee. Other than such instrument, Any resignation or removal of the Trustee and as provided in appointment of a successor Trustee pursuant to any of the provisions of this Section 10.2(b) 11.09 shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 11.10 and 10.3 below, no other documentation or action shall be required, payment of all fees and notwithstanding anything herein or in the Basic Documents expenses owed to the contraryoutgoing Trustee or upon order of a court of competent jurisdiction. The Seller shall provide notice of such resignation or removal of the Trustee to each Rating Agency, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentif any.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor, the Master Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than ; provided, however, that any such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action successor Trustee shall be required, and notwithstanding anything subject to the contrary herein or in prior written approval of the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentMaster Servicer. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 9.6 and shall fail to resign after written request therefor by the AdministratorDepositor or the Certificate Insurer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if a tax is imposed or threatened with respect to the Trust by any state in which the Trustee is located, then the Administrator Depositor or the Certificate Insurer may remove the Trustee. If the Administrator shall remove Depositor or the Certificate Insurer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trusteetrustee. Immediately upon its appointment and qualification hereunder, the successor Trustee shall provide written notice to each Holder of a Class A Certificate of its appointment and pay all fees owed qualification. The Holders of Certificates evidencing Percentage Interests aggregating at least 51% may at any time remove the Trustee by written instrument or instruments delivered to the outgoing TrusteeMaster Servicer, the Depositor and the Trustee and shall thereupon use their best efforts to appoint a successor trustee in accordance with this Section. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 9.7 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument9.8.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorTransferor, the Depositor, the Servicer, the Credit Enhancer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Transferor shall promptly appoint a successor Trustee (approved in writing by the Credit Enhancer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee (who shall deliver a copy to the Servicer) and one copy to the successor Trustee. Other than ; provided, however, that any such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action successor Trustee shall be required, and notwithstanding anything subject to the contrary herein or in prior written approval of the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentTransferor. 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 at the expense of the Administrator 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 10.1 9.06 and shall fail to resign after written request therefor by the AdministratorTransferor or the Credit Enhancer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if a tax is imposed or threatens with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located (which tax cannot be vacated by the appointment of a co-Trustee or separate trustee pursuant to Section 9.10), then the Administrator Transferor or the Credit Enhancer may remove the Trustee. If the Administrator shall remove Transferor or the Credit Enhancer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Transferor shall promptly appoint a successor Trustee (approved in writing by the Credit Enhancer, which approval shall not be unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay . The Holders of Investor Certificates evidencing Percentage Interests aggregating over 50% of all fees owed Investor Certificates may at any time remove the Trustee by written instrument or instruments delivered to the outgoing Trustee. Other than such instrumentServicer, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, Transferor and the amendment provisions hereof will not apply Trustee; the Transferor shall thereupon use its best efforts to such instrumentappoint a successor trustee in accordance with this Section.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorTransferor, the Depositor, the Master Servicer, the Credit Enhancer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Transferor shall promptly appoint a successor Trustee (approved in writing by the Credit Enhancer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee (who shall deliver a copy to the Master Servicer) and one copy to the successor Trustee. Other than ; provided, however, that any such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action successor Trustee shall be required, and notwithstanding anything subject to the contrary herein or in prior written approval of the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentTransferor. 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 at the expense of the Administrator 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 10.1 9.06 and shall fail to resign after written request therefor by the AdministratorTransferor or the Credit Enhancer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located (which tax cannot be vacated by the appointment of a co-Trustee or separate trustee pursuant to Section 9.10), then the Administrator Transferor or the Credit Enhancer may remove the Trustee. If the Administrator shall remove Transferor or the Credit Enhancer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Transferor shall promptly appoint a successor Trustee (approved in writing by the Credit Enhancer, which approval shall not be unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay trustee. The Holders of Investor Certificates evidencing Percentage Interests aggregating over ____% of all fees owed Investor Certificates may at any time remove the Trustee by written instrument or instruments delivered to the outgoing Master Servicer, the Transferor and the Trustee; the Transferor shall thereupon use its best efforts to appoint a successor trustee in accordance with this Section. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 9.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument9.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorSeller, the Master Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Seller shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer and the Master Servicer, so long as such approval shall not unreasonably be withheld) by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the resigning Trustee Trustee, the Certificate Insurer and one copy to the successor Trustee. Other than ; provided, however, that any such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action successor Trustee shall be required, and notwithstanding anything subject to the contrary herein or in prior written approval of the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentMaster Servicer. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 9.06 and shall fail to resign after written request therefor by the AdministratorSeller or the Certificate Insurer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Seller, the Master Servicer or the Certificate Insurer may remove the Trustee. If the Administrator shall remove Seller, the Master Servicer or the Certificate Insurer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the outgoing Trustee so removed removed, the Certificate Insurer and one copy to the successor Trustee. The Holders of Certificates evidencing Voting Rights aggregating over 50% of all Voting Rights may, and pay all fees owed with the prior written consent of the Certificate Insurer, at any time remove the Trustee by written instrument or instruments delivered to the outgoing Trustee. Other than such instrumentMaster Servicer, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, Seller and the amendment provisions hereof will not apply Trustee; shall thereupon use its best efforts to such instrumentappoint a successor trustee in accordance with this Section 9.07.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorCompany. Upon receiving such notice of resignation, the Administrator Company shall promptly appoint a successor 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If the conditions in any of the following clauses (i), (ii) or (iii) shall occur at any time time, the Company may remove the Trustee: (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 8.06 and shall fail to resign after written request therefor by the Administrator, or if at any time Company; (ii) the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iii) the replacement of the Trustee with a successor Trustee will enable the Company to avoid (and should, then based on the Administrator may remove information included in the notice referred to below, result in the avoidance of) a downgrading of the ratings assigned to the Certificates by the Rating Agencies (whether or not other actions could avoid such downgrading) and no Event of Default, as provided by Section 7.01 hereof, shall have occurred or be continuing; provided, however, that no action shall be taken pursuant to this clause (iii) unless reasonable notice shall have been provided to the Trustee, which notice shall set forth the 109 basis for any rating downgrade as contemplated by the Rating Agencies and shall also indicate the manner in which such proposed action is intended to avoid such downgrade. If the Administrator shall remove it removes the Trustee under the authority of the immediately preceding sentence, the Administrator Company shall promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, trustee. Any resignation or removal of the Trustee and pay all fees owed appointment of a successor Trustee pursuant to any of the outgoing Trustee. Other than such instrument, and provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08.

Resignation or Removal of Trustee. (a) The Any Trustee may resign at any time resign and be discharged from the trusts hereby created by giving written notice thereof instrument in writing delivered to the Administrator. Upon receiving Company and, in such notice event, the Company will, within thirty days after receipt of such resignation, the Administrator shall promptly appoint a successor trustee by instrument in writing delivered to any Trustee and to such successor trustee. The Company also at any time may remove a Trustee upon 30 days' prior written notice to the Trustee and appoint a successor trustee or trustees by written instrument, instrument in duplicate, one copy of which instrument shall be writing delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreementsuccessor trustee. In either event, and the amendment provisions hereof will not apply to such instrument. 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 at the expense of the Administrator any court of competent jurisdiction for on the appointment of a such successor and delivery of the successor's written acceptance of the appointment to the Company and the retiring Trustee. If at any time , the retiring Trustee shall promptly turn over to such successor all Fund assets held by the Trustee and shall cease make a final accounting to be eligible the Company and the Administrator; provided, any assets which are invested in accordance with Section 10.1 an investment contract or agreement which by its terms precludes the realization upon and distribution of such assets for a stated period of time shall fail continue to resign after written request therefor be held by the Administrator, or if at any time the Trustee shall be legally unable to act, 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 Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority terms and conditions of this Agreement until the expiration of such period. The successor trustee shall have no responsibility except to receive such money and property from the retiring Trustee and to hold and administer the same thereafter in accordance with this Agreement and shall not be responsible for any act or omission of the preceding sentenceretiring Trustee, and shall not be required to make any claim or demand against the retiring Trustee unless the Administrator shall promptly appoint in writing request the successor trustee to make a claim of damage against such retiring Trustee within the time limit prescribed after the filing of the Trustee's final report. Any such successor trustee shall have and may exercise all the rights, powers and duties of the Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered as fully and to the outgoing same extent as if it had originally been named Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentherein.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the AdministratorDepositor, the Seller and each Rating Agency. Upon receiving such notice of resignationresignation of the Trustee, the Administrator Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 above, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 and shall fail to resign after written request therefor by the Administrator, 8.06 hereof or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Depositor may remove the Trustee. If the Administrator shall remove Depositor removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee that meets the requirements of Section 8.06 hereof, by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed . The Majority Certificateholders may at any time remove the Trustee by written instrument or instruments delivered to the outgoing Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08 hereof.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor, the Master Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee Trustee, the Certificate Insurer and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 8.06 and shall fail to resign after written request therefor by the Administrator, Depositor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Depositor or the Master Servicer may remove the TrusteeTrustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Administrator shall remove Depositor or the Master Servicer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed . The Trustee that is the subject of such removal shall deliver a copy of such instrument to the outgoing Certificateholders, the Certificate Insurer and the Master Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. Other than The Majority Certificateholders (excluding any Certificates held by the Seller, the Master Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Master Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such instrument, removal shall deliver a copy of such instrument to the Certificateholders and the Master Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice of such resignation to the Company and by delivering notice thereof to the AdministratorHolders. Upon receiving such notice of resignation, the Administrator Company shall promptly appoint a successor Trustee trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. If no successor Trustee trustee shall have been so appointed and have accepted appointment within 30 60 days after the giving of such notice of resignationresignation to the Holders, the resigning Trustee may petition may, upon ten Business Days’ notice to the Company and the Holders, at the expense of the Administrator Company, petition any court of competent jurisdiction for the appointment of a successor Trusteetrustee, or any Holder who has been a bona fide holder of a Note or Notes for at least six months (or since the date of this Indenture) may, subject to the provisions of Section 6.11, on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor trustee. If Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case at any time any of the following shall occur: (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 7.08 and shall fail to resign after written request therefor by the AdministratorCompany or by any such Holder, or if at any time (ii) the Trustee shall be legally unable to actbecome incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then then, in either case, the Administrator Company may remove the Trustee. If the Administrator shall by a Board Resolution remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly and appoint a successor Trustee trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument.one

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor, the Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor Trustee [(approved in writing by the Certificate Insurer, so long as such approval shall not be unreasonably withheld)] by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than ; provided, however, that any such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action successor Trustee shall be required, and notwithstanding anything subject to the contrary herein or in prior written approval of the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentServicer. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 9.06 and shall fail to resign after written request therefor by the Administrator, Depositor [with the consent of the Certificate Insurer (so long as no Certificate Insurer Default exists) or the Certificate Insurer,] or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Depositor, the Servicer [or the Certificate Insurer] may remove the Trustee. If the Administrator shall remove Depositor, the Servicer [or the Certificate Insurer] removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor or the Servicer shall promptly appoint a successor Trustee [(approved in writing by the Certificate Insurer, so long as such approval is not unreasonably withheld)] by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the outgoing resigning Trustee so removed and one copy to the successor Trustee, and pay all fees owed . If the Servicer fails to appoint a successor Trustee within 30 days after the giving of such notice of removal to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to Trustee being removed may petition any court of competent jurisdiction for the contrary, no consent shall be required appointment of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenta successor Trustee.

Resignation or Removal of Trustee. (a) The Trustee may Trustee, or any trustee or trustees hereafter appointed, may, upon sixty days written notice to the Issuer and the Guarantor, at any time resign and be discharged from the trusts hereby created with respect to one or more or all series by giving written notice thereof of resignation to the AdministratorIssuer and the Guarantor (i) if any Unregistered Securities of a series affected are then outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in London (and, if required by Section 5.04, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee as described in Section 6.04 at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then outstanding Registered Securities of each series affected at their addresses as they shall appear on the Security Register. Upon receiving such notice of resignation, resignation the Administrator Issuer and the Guarantor shall promptly appoint a successor Trustee trustee with respect to the applicable series by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer and the Guarantor, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee. If no successor Trustee trustee shall have been so appointed and have accepted appointment within 30 thirty days after the giving mailing of such notice of resignationresignation to the Securityholders, the resigning Trustee may petition at the expense of the Administrator 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 Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointedtrustee, or any public officer shall take charge Securityholder who has been a bona fide Holder of a Security or control Securities of the Trustee or applicable series for at least six months may, subject to the provisions of its property or affairs Section 7.08, on behalf of himself and all others similarly situated, petition any such court for the purpose appointment of rehabilitationa successor trustee. Such court may thereupon, conservation or liquidationafter such notice, then the Administrator if any, as it may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentencedeem proper and prescribe, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the AdministratorNIMS Insurer, if any, the Depositor, the Servicer and the Certificateholders. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor 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. Other than such instrumentTrustee acceptable to the NIMS Insurer, if any, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action to the Holders of Certificates entitled to at least 51% of the Voting Rights. A copy of such instrument shall be required, and notwithstanding anything delivered to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, Certificateholders and the amendment provisions hereof will not apply to such instrumentServicer 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 at the expense of the Administrator any court of competent jurisdiction juri sdiction 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 10.1 8.06 and shall fail to resign after written request therefor by the AdministratorDepositor or the NIMS Insurer, if any, or if at any time the Trustee shall be legally unable to actbecome 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 Administrator Depositor or the NIMS Insurer, if any, may remove the Trustee. If Trustee and the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly Depositor may appoint a successor Trustee Trustee, acceptable to the NIMS Insurer, if any, and to the Holders of Certificates entitled to at least 51% of the Voting Rights, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and 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 entitled to at least 51% of the Voting Rights, with the consent of the NIMS Insurer, if any, may at any time remove the Trustee and appoint a successor Trustee by written instrument or instruments, in triplicate, signed by the NIMS Insurer, if any, or such Holders, as applicable, 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 copy complete set to the successor Trustee, and pay all fees owed so appointed. A copy of such instrument shall be delivered to the outgoing TrusteeNIMS Insurer, if any, the Certificateholders and the Servicer by the Depositor. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor, the Seller, the Master Servicer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor 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. Other than ; provided, however, that any such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action successor Trustee shall be required, and notwithstanding anything subject to the contrary herein or in prior written approval of the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentMaster Servicer. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 9.6 and shall fail to resign after written request therefor by the AdministratorDepositor, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if a tax is imposed or threatened with respect to the Trust by any state in which the Trustee is located, then the Administrator Depositor may remove the Trustee. If the Administrator shall remove Depositor removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trusteetrustee. Immediately upon its appointment and qualification hereunder, the successor Trustee shall provide written notice to each Holder of a Certificate of its appointment and pay all fees owed qualification. The Holders of Certificates evidencing Percentage Interests aggregating at least 51% may at any time remove the Trustee by written instrument or instruments delivered to the outgoing TrusteeDepositor, the Master Servicer, the Seller and the Trustee and shall thereupon use their best efforts to appoint a successor trustee in accordance with this Section. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 9.7 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument9.8.

Resignation or Removal of Trustee. (a) The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the AdministratorTrustee, the Depositor, the Seller and the Rating Agencies. Upon receiving such notice of resignationresignation of the Trustee, the Administrator Depositor shall promptly appoint a successor Trustee that meets the requirements in 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the Administrator8.06 hereof, or if at any time the Trustee (b) shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (c) shall fail to deliver to the Depositor and the Sponsor the information, attestations or reports required pursuant to Section 8.01(b) through (d) hereto or (d) shall fail to file any Form 10-D or Form 10-K when due pursuant to Section 3.05 hereof (other than as a result of the failure of the Depositor to sign and return to the Trustee such Form 10-D or Form 10-K within the time limitations of Section 3.05 or any other party to deliver information in a timely manner as set forth in Section 3.05), then the Administrator Depositor may immediately remove the Trustee. If the Administrator shall remove Depositor removes the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee that meets the requirements of Section 8.06, by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed removed, and one copy to the successor Trustee, and pay all fees owed . The Majority Certificateholders may at any time remove the Trustee by written instrument or instruments delivered to the outgoing Depositor and the Trustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08 hereof.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorSeller, the Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Seller shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer and the Servicer, so long as such approval shall not unreasonably be withheld) by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer and the Successor Trustee; provided, however, that any such successor Trustee and one copy shall be subject to the successor Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to prior written approval of the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentServicer. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 9.06 and shall fail to resign after written request therefor by the AdministratorSeller or the Certificate Insurer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Seller, the Servicer or the Certificate Insurer may remove the Trustee. If the Administrator shall remove Seller, the Servicer or the Certificate Insurer removes the Trustee under the authority of the immediately preceding sentence, the Administrator Seller shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the outgoing Trustee so removed removed, the Certificate Insurer and one copy to the successor Trustee. The Holders of Certificates evidencing Voting Rights aggregating over 50% of all Voting Rights may, and pay all fees owed with the prior written consent of the Certificate Insurer, at any time remove the Trustee by written instrument or instruments delivered to the outgoing Servicer, the Seller and the Trustee; shall thereupon use its best efforts to appoint a successor trustee in accordance with this Section 9.07. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 9.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding 9.08. Notwithstanding anything herein or in the Basic Documents to the contrarycontrary contained herein, so long as no Certificate Insurer Default exists, the Trustee may not be removed by the Seller or the Certificateholders without the prior written consent of the Certificate Insurer, which consent shall not be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentunreasonably withheld.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorCompany. Upon receiving such notice of resignation, the Administrator Company shall promptly appoint a successor 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If the conditions in any of the following clauses (i), (ii) or (iii) shall occur at any time time, the Company may remove the Trustee: (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 8.06 and shall fail to resign after written request therefor by the Administrator, or if at any time Company; (ii) the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iii) the replacement of the Trustee with a successor Trustee 103 will enable the Company to avoid (and should, then based on the Administrator may remove information included in the notice referred to below, result in the avoidance of) a downgrading of the ratings assigned to the Certificates by the Rating Agencies (whether or not other actions could avoid such downgrading) and no Event of Default, as provided by Section 7.01 hereof, shall have occurred or be continuing; provided, however, that no action shall be taken pursuant to this clause (iii) unless reasonable notice shall have been provided to the Trustee, which notice shall set forth the basis for any rating downgrade as contemplated by the Rating Agencies and shall also indicate the manner in which such proposed action is intended to avoid such downgrade. If the Administrator shall remove it removes the Trustee under the authority of the immediately preceding sentence, the Administrator Company shall promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, trustee. Any resignation or removal of the Trustee and pay all fees owed appointment of a successor Trustee pursuant to any of the outgoing Trustee. Other than such instrument, and provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorSeller. Upon receiving such notice of resignation, the Administrator Servicer shall promptly appoint a successor 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. Other than ; provided, however, that, (i) such instrumentappointment does not result in a reduction or withdrawal of the then current rating of the Investor Certificates, and (ii) so long as provided in Section 10.2(b) and 10.3 belowsuch consent is not unreasonably withheld, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect Certificate Insurer consents to such appointment appointment. The Servicer shall make a good faith effort to appoint a successor within 30 days of its receipt of such notice. If the Servicer 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 may appoint a successor Trustee. The Servicer shall indemnify the Trustee for any loss, liability, or entering into any such agreement, and expense incurred as a result of the amendment provisions hereof will not apply Servicer's failure to such instrumentmake a good faith effort to appoint a successor Trustee. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.06 and shall fail to resign after written request therefor by the AdministratorSeller, (ii) the Seller has delivered to the Trustee a letter from any Rating Agency to the effect that the rating of the Investor 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 at (a) the Trustee proposes to the Seller and the Servicer to enter into an agreement with the Trustee and the Seller and the Servicer, each in its sole discretion, elect to enter into such agreement and (b) such agreement is consented to by the Certificate Insurer and is satisfactory to the Rating Agencies without resulting in a reduction in or withdrawal of any time rating of the Investor Certificates, then upon the execution and delivery of such agreement the Seller shall not request such resignation pursuant to this clause (ii)) and the Trustee shall be legally unable fail to actresign after written request therefor by the Seller, or (iii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Seller or, in the case of clause (ii) above, the Servicer may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly and appoint a successor Trustee trustee, subject to the following paragraph and to the consent of the Certificate Insurer to such appointment (which consent shall not be unreasonably withheld), by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenttrustee.

Resignation or Removal of Trustee. (a) The THE Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the AdministratorServicer. Upon receiving such notice of resignation, with the Administrator prior written consent of (a) the Certificate Insurer and the Holders of Class A Certificates evidencing not less than 66-2/3% of the Class A Certificate Balance or (b) if the Class A Certificates have been paid in full and all outstanding Reimbursement Obligations and other amounts owing to the Certificate Insurer have been paid in full, with the prior written consent of the Holders of Class B Certificates evidencing not less than 51% of the Class B Certificate Balance, the Servicer shall promptly appoint a successor 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. 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 Certificate Insurer may appoint a successor 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. If no successor Trustee shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. The Trustee may be removed at any time by written demand of the Certificate Insurer delivered to the Trustee and the Servicer. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.7 and shall fail to resign after written request therefor by the AdministratorServicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver receiver, conservator or liquidator of the Trustee or of its 108 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 Administrator Certificate Insurer shall (so long as no Insurer Default shall have occurred and be continuing), or the Servicer may (if an Insurer Default shall have occurred and be continuing) remove the Trustee. If the Administrator Certificate Insurer or the Servicer shall remove the Trustee under the authority of the immediately preceding sentence, the Administrator Servicer or the Certificate Insurer, as the case may be, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees and expenses owed to the outgoing Trustee, provided that any successor Trustee appointed by the Servicer shall be acceptable to the Certificate Insurer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 9.8 shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 9.9 and payment of all fees and expenses owed to the outgoing Trustee. Other than The Servicer shall provide notice of such instrument, resignation or removal of the Trustee to each of the Rating Agencies and as provided in Section 10.2(b) the Depositor. If the Trustee and 10.3 below, no other documentation or action the Back-up Servicer shall be requiredthe same Person and the rights and obligations of the Back-up Servicer shall have been terminated pursuant to this Section 9.8, the Certificate Insurer (or, if an Insurer Default shall have occurred and notwithstanding anything herein or be continuing, Holders of Certificates evidencing a majority of the Certificate Balance outstanding) shall have the option, by 60 days' prior notice in the Basic Documents writing to the contraryServicer and the Trustee, no consent shall be required of any Person with respect to such appointment or entering into any such agreementremove the Trustee, and the amendment provisions hereof will Certificate Insurer shall not apply have any liability to the Trustee, LBAC, the Depositor, the Servicer or any Certificateholder in connection with such instrumentremoval.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorCompany. Upon receiving such notice of resignation, the Administrator Company shall promptly appoint a successor 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator any court of competent jurisdiction for the appointment of a successor Trustee. 109 If the conditions in any of the following clauses (i), (ii) or (iii) shall occur at any time time, the Company may remove the Trustee: (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 8.06 and shall fail to resign after written request therefor by the Administrator, or if at any time Company; (ii) the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iii) the replacement of the Trustee with a successor Trustee will enable the Company to avoid (and should, then based on the Administrator may remove information included in the notice referred to below, result in the avoidance of) a downgrading of the ratings assigned to the Certificates by the Rating Agencies (whether or not other actions could avoid such downgrading) and no Event of Default, as provided by Section 7.01 hereof, shall have occurred or be continuing; provided, however, that no action shall be taken pursuant to this clause (iii) unless reasonable notice shall have been provided to the Trustee, which notice shall set forth the basis for any rating downgrade as contemplated by the Rating Agencies and shall also indicate the manner in which such proposed action is intended to avoid such downgrade. If the Administrator shall remove it removes the Trustee under the authority of the immediately preceding sentence, the Administrator Company shall promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, trustee. Any resignation or removal of the Trustee and pay all fees owed appointment of a successor Trustee pursuant to any of the outgoing Trustee. Other than such instrument, and provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 Section 10.1 8.06 and shall fail to resign after written request therefor by the AdministratorDepositor, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation conversion or liquidation, then the Administrator Depositor may remove the Trustee. If the Administrator shall remove Depositor removes the Trustee under the authority of the preceding sentence, the Administrator Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. The Trustee may also be removed at any time (i) by the Depositor, and pay all fees owed (a) if the Trustee ceases to be eligible to continue as such under this Agreement or if the Trustee becomes insolvent, (b) if the Trustee breaches any of its duties under this Agreement, which breach materially adversely affects the Certificateholders, (c) if through the performance or nonperformance of certain actions by the Trustee, the rating assigned to the outgoing TrusteeCertificates would be lowered or (d) if the credit rating of the Trustee is downgraded to a level which would result in the rating assigned to the Certificates to be lowered; or (ii) by the holders of Certificates evidencing more than 50% of the Voting Interest of the Certificates then outstanding and more than 50% of the Percentage Interests of the Residual Certificates. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08.

Resignation or Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving with or without cause upon written notice thereof to the AdministratorResponsible Individual. Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof Resignation will not apply to such instrument. If no successor Trustee shall have been so appointed and have accepted appointment within take effect 30 days after the giving of date such notice of resignationis sent, the resigning unless a suc- cessor Trustee is duly appointed before that date. The Trustee may petition be removed at any time with or without cause by the expense Responsible Individual on 30 days’ written notice to the Trustee. Such effective date may be changed upon writ- ten mutual agreement. The Responsible Individual’s notice of removal of the Administrator any court Trustee, to be effective, must include notice of competent jurisdiction for the appointment of a successor Xxxxxxx and a written acceptance of such appointment by the successor Trustee. If at any If, by the effective date of either the Trustee’s res- ignation, removal, or such longer time as the Trustee may agree to, the Responsible Individual has not appointed a successor Trustee which has duly accepted such appoint- ment, the Trustee shall cease terminate the Trust Account, which shall be effected by distributing all assets in the Trust Account in a single sum, in cash or in kind, to be eligible in accordance with Section 10.1 and shall fail the Responsible Individual, subject to resign after written request therefor by the AdministratorTrustee’s right to reserve funds as provided herein. Upon the resignation or removal of the Trustee or termination, or if at any time the Trustee shall be legally unable entitled to actdeduct from the Trust such reasonable amount as it deems necessary to provide for expenses in the set- tlement of its account, the amount of compensation due to it, and/or any taxes or other sums chargeable against the Trust for which it may be liable. If the Trust is not sufficient for such purposes, the Trustee shall have the right to a set- tlement of its account, which, at the option of the Trustee, may be adjudged bankrupt by judicial settlement in an action the Trustee insti- tutes in a court of competent jurisdiction; or insolventby a settlement agreement between the Trustee and the Responsible Individual. Upon settlement, or a receiver all right, title and interest of the Trustee or in the assets of its property the Trust shall be appointedvest in the succes- sor Trustee. At that time, or any public officer shall take charge or control all future liability of the Trustee or of its property or affairs for shall terminate under the purpose of rehabilitationTrust; provided, conservation or liquidationhowever, then the Administrator may remove the Trustee. If the Administrator shall remove the Trustee under shall execute, acknowledge and deliver all docu- ments and written instruments necessary to transfer and convey the authority right, title and interest in the assets of the preceding sentenceTrust, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorTransferor and the Certificate Insurer, provided, however, that, for so long as the Trust holds -------- ------- Trust Balances of one or more Common Mortgage Loans, in such event the Trustee shall simultaneously resign and be discharged from the trusts created by the Prior Trust Pooling and Servicing Agreements applicable to such Common Mortgage Loans. For so long as the Trust holds Trust Balances of one or more Common Mortgage Loans, the Trustee shall resign and be discharged from the trusts created hereby if it is no longer serving as the Prior Trust Trustee with respect to such Common Mortgage Loans. Upon receiving such notice of resignation, the Administrator Transferor, with the written consent of the Certificate Insurer, shall promptly appoint a successor Trustee, except that, for so long as the Trust holds Trust Balances of one or more Common Mortgage Loans, the Transferor shall promptly appoint as successor Trustee the Person then serving, or designated to serve, as the Prior Trust Trustee with respect to such Common Mortgage Loans. Such appointment shall be by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. Other than Any such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action successor Trustee shall be requiredapproved in writing by the Servicer, and notwithstanding anything to which shall not withhold such approval if the contrary herein or in proposed successor Trustee satisfies the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumenteligibility requirements set forth herein. If no successor Trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 9.6 and shall fail to resign after written request therefor by the AdministratorTransferor or the Certificate Insurer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Transferor may remove the Trustee, provided, however, that, for -------- ------- so long as the Trust holds Trust Balances of one or more Common Mortgage Loans, the Trustee is no longer serving as the Prior Trust Trustee with respect to such Common Mortgage Loans. If the Administrator shall remove Transferor removes the Trustee under the authority of the immediately preceding sentence, the Administrator Transferor shall promptly appoint a successor Trustee, except that, for so long as the Trust holds Trust Balances of one or more Common Mortgage Loans, the Transferor shall promptly appoint as successor Trustee the Person then serving, or designated to serve, as the Prior Trust Trustee with respect to such Common Mortgage Loans. Such appointment will be by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed . A copy of such instrument shall be delivered to the outgoing TrusteeCertificate Insurer. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 9.7 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument9.8.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorNIMs Insurer, the Depositor, the Master Servicer and each Rating Agency. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor 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. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no successor Trustee shall have been so appointed and have having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Administrator 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 10.1 8.06 and shall fail to resign after written request therefor by the Administrator, Depositor or the NIMs Insurer or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Depositor, the Master Servicer or the NIMs Insurer may remove the Trustee. If the Administrator shall remove Depositor, the Master Servicer or the NIMs Insurer removes 117 the Trustee under the authority of the immediately preceding sentence, the Administrator Depositor, with the consent of the NIMs Insurer, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed trustee. The Majority Certificateholders (or the NIMs Insurer upon the failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the outgoing Master Servicer, the Depositor and the Trustee; the Depositor shall thereupon use its best efforts to appoint a successor trustee acceptable to the NIMs Insurer in accordance with this Section. Other than such instrument, Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument8.08.

Resignation or Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving upon sixty (60) days' written notice thereof to the AdministratorCompany, and the Company may remove the Trustee at any time upon sixty (60) days' written notice to the Trustee; provided, however, that the parties may by written instrument waive such notice. Upon receiving such The Trustee reserves the right at any time to resign immediately if the Company transfers the Plan's administration to a recordkeeper other than the recordkeeper designated in the Service Agreement, a copy of which is attached hereto, without the Trustee's prior written consent, by delivering to the Company a notice of resignationresignation certified by the Trustee. The Trustee further reserves the right at any time to resign immediately by delivering to the Company a notice of resignation certified by the Trustee if the assets of the Trust are not invested in investment products which are sponsored, underwritten or managed by affiliates of the Trustee, unless the Service Agreement otherwise specifically provides. If the Trustee shall resign, be removed or for any other reason cease to be Trustee, the Administrator Company shall promptly appoint a successor Trustee or Trustees to whom the Trustee, upon receipt of acceptance by written instrumentsuch successor, in duplicateshall promptly deliver all of the assets of the Trust less any unpaid fees or expenses. Subject to the foregoing provisions, one copy any resignation or removal of which instrument the Trustee or appointment of a new Trustee shall be delivered to by instrument in writing and shall become effective on the resigning Trustee and one copy to the successor Trusteedate therein specified. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation or action shall be required, and notwithstanding anything to the contrary herein or in the Basic Documents, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrument. If no Any successor Trustee shall have been so appointed the same powers and have accepted appointment within 30 days after duties as the giving succeeded Trustee, subject to such changes as the Company may then determine. Upon request of such notice of resignationsuccessor Trustee or Trustees, the resigning Company and the Trustee ceasing to act shall execute and deliver such instruments of conveyance and further assurance and do such things as may petition at reasonably be required for more fully and certainly vesting and confirming in such successor Trustee or Trustees all the expense right, title and interest of the Administrator retiring Trustee in and to the assets of the Trust. The Trustee is authorized, however, to reserve such sums of money as may be reasonable for payment of its compensation and expenses (including legal fees) in connection with the settlement of its account or otherwise, and any court balance of competent jurisdiction for the appointment such reserve remaining after payment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with Section 10.1 such compensation and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee expenses shall be legally unable to act, 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 Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the preceding sentence, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy paid over to the successor Trustee, and pay all fees owed to the outgoing Trustee. Other than such instrument, and as provided in Section 10.2(b) and 10.3 below, no other documentation Trustee or action shall be required, and notwithstanding anything herein or in the Basic Documents to the contrary, no consent shall be required of any Person with respect to such appointment or entering into any such agreement, and the amendment provisions hereof will not apply to such instrumentTrustees.