Common use of Acceptance of Appointment by Successor Clause in Contracts

Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Trustee shall become effective and such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property and money held by such retiring Relevant Trustee hereunder. Upon request of any such successor Relevant Trustee, the Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver with respect to the Trust Securities and to the Trust, the retiring Relevant Trustee and each successor Relevant Trustee with respect to the Trust Securities shall execute and deliver an instrument accepting hereto wherein each successor Relevant Trustee shall accept such appointmentappointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and thereupon to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Trust and upon the execution and delivery of such instrument the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant TrusteeTrustee with respect to the Trust Securities and the Trust; but, on the request of the Depositor Trust or the any successor Relevant Trustee, Trustee such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunder. Upon request of any such successor Relevant Trustee, hereunder with respect to the Trust shall execute any Securities and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this ArticleTrust.

Acceptance of Appointment by Successor. In case of the appointment Every successor Indenture Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall will execute, acknowledge and deliver to the Trust Issuer and to the retiring Relevant predecessor Indenture Trustee an instrument accepting such appointment, with a copy to each Note Rating Agency then rating any Outstanding Notes, and thereupon the resignation or removal of the retiring Relevant predecessor Indenture Trustee shall will become effective effective, and such successor Relevant Indenture Trustee, without any further act, deed or conveyance, shall will become vested with all the rights, powers, trusts and duties of the retiring Relevant predecessor Indenture Trustee, Calculation Agent and Paying Agent; but, on the request of the Depositor Issuer or the successor Relevant Indenture Trustee, such retiring Relevant predecessor Indenture Trustee shallwill, upon payment of its reasonable charges, if any, execute and deliver an instrument transferring to such successor Relevant Indenture Trustee all the rights, powers and trusts of the retiring Relevant Trustee predecessor Indenture Trustee, Calculation Agent and shall Paying Agent, and will duly assign, transfer and deliver to such successor Relevant Indenture Trustee all property and money held by such retiring Relevant predecessor Indenture Trustee hereunder, subject nevertheless to its rights to payment pursuant to Section 11.7. Upon request of any such successor Relevant Indenture Trustee, the Trust shall Issuer will execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Indenture Trustee all such rights, powers and trusts referred to in the preceding paragraphtrusts. No successor Relevant Indenture Trustee shall will accept its appointment unless at the time of such acceptance such successor Relevant Indenture Trustee shall will be qualified and eligible under this Article.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver with respect to the Trust Securities and to the Trust, the retiring Relevant Trustee and each successor Relevant Trustee with respect to the Trust Securities shall execute and deliver an instrument accepting hereto wherein each successor Relevant Trustee shall accept such appointmentappointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and thereupon to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Trust and upon the execution and delivery of such instrument the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant TrusteeTrustee with respect to the Trust Securities and the Trust; but, on the request of the Depositor Trust or the any successor Relevant Trustee, Trustee such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property the Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunder. Upon request of any such successor Relevant Trustee, hereunder with respect to the Trust shall execute any Securities and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this ArticleTrust.

Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant Trustee, every Trustee such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Trustee shall become effective and such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and if the Property Trustee is the resigning Trustee shall duly assign, transfer and deliver to such the successor Relevant Trustee all property and money held by such retiring Relevant Property Trustee hereunder. Upon request In case of any such successor Relevant Trustee, the Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such appointment hereunder of a successor Relevant Trustee all such rightswith respect to the Trust Securities and the Trust, powers the retiring Relevant Trustee and trusts referred each successor Relevant Trustee with respect to in the preceding paragraph. No Trust Securities shall execute and deliver an amendment hereto wherein each successor Relevant Trustee shall accept its such appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article.which

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Relevant Issuer Trustee, every the retiring Relevant Trustee and each such successor Relevant Issuer Trustee so appointed with respect to the Trust Securities shall execute, acknowledge and deliver an instrument wherein each successor Issuer Trustee shall accept such appointment and which shall contain such provisions as shall be necessary or desirable to the Trust transfer and confirm to, and to vest in, each successor Issuer Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee an instrument accepting such appointmentwith respect to the Trust Securities and the Issuer Trust, and thereupon upon the execution and delivery of such instrument the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Issuer Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor Issuer Trust or the any successor Relevant Trustee, Issuer Trustee such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Issuer Trustee all property Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunder. Upon request of any such successor Relevant Trustee, hereunder with respect to the Trust shall execute any Securities and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this ArticleIssuer Trust.

Acceptance of Appointment by Successor. In case of the appointment Every successor Indenture Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust Issuer, the Note Insurer and to the retiring Relevant Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Indenture Trustee shall become effective and such successor Relevant Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Indenture Trustee; but. Notwithstanding the foregoing, on the request of the Depositor Issuer or the successor Relevant Indenture Trustee, such retiring Relevant Indenture Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Indenture Trustee all the rights, powers and trusts of the retiring Relevant Trustee Indenture Trustee, and shall duly assign, transfer and deliver to such successor Relevant Indenture Trustee all property and money held by such retiring Relevant Indenture Trustee hereunder. Upon request of any such successor Relevant Indenture Trustee, the Trust Issuer shall execute and deliver any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Indenture Trustee all such rights, powers and trusts referred to in the preceding paragraphtrusts. No successor Relevant Indenture Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Indenture Trustee shall be qualified and eligible under this Article.

Acceptance of Appointment by Successor. In case of the appointment Every successor Certificate Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust Certificate Issuer and to the retiring Relevant Certificate Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Certificate Trustee shall become effective and such successor Relevant Certificate Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Certificate Trustee; but, on the request of the Depositor Certificate Issuer or the successor Relevant Certificate Trustee, such retiring Relevant Certificate Trustee shall, upon payment of its charges, shall execute and deliver an instrument transferring to such successor Relevant Certificate Trustee all the rights, powers and trusts of the retiring Relevant Certificate Trustee and shall duly assign, transfer and deliver to such successor Relevant Certificate Trustee all property and money held by such retiring Relevant Certificate Trustee hereunder. Upon request of any such successor Relevant Certificate Trustee, the Trust Certificate Issuer, the retiring Certificate Trustee and such successor Certificate Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in and confirming to in, such successor Relevant Certificate Trustee all such rights, powers and trusts referred to in trusts. No Certificate Trustee hereunder shall be liable for the preceding paragraphacts or omissions of any successor Certificate Trustee. No successor Relevant Certificate Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Certificate Trustee shall be qualified and eligible under this ArticleArticle and any and all amounts due and payable to the predecessor Certificate Trustee have been paid.

Acceptance of Appointment by Successor. In case of the appointment (a) Every successor Indenture Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Indenture Trustee shall become effective and such successor Relevant Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Indenture Trustee; but. Notwithstanding the foregoing, on the request of the Depositor Trust or the successor Relevant Indenture Trustee, such retiring Relevant Indenture Trustee shall, upon payment of its chargesall amounts owed to it, execute and deliver an instrument transferring to such successor Relevant Indenture Trustee all the rights, powers and trusts of the retiring Relevant Trustee Indenture Trustee, and shall duly assign, transfer and deliver to such successor Relevant Indenture Trustee all property and money held by such retiring Relevant Indenture Trustee hereunder. Upon request of any such successor Relevant Indenture Trustee, the Trust shall execute and deliver any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Indenture Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Articletrusts.

Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee (if requested by the Depositor) and each successor Trustee shall execute and deliver an instrument accepting amendment hereto wherein each successor Relevant Trustee shall accept such appointmentappointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and thereupon to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee and upon the execution and delivery of such amendment the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor Trust or the any successor Relevant Trustee, Trustee such retiring Relevant Trustee shall, upon payment of its chargesall sums owed to it, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunderhereunder with respect to the Trust Securities and the Trust. Upon request of any such successor Relevant Trustee, the Trust retiring Relevant Trustee shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this ArticleArticle VIII.

Acceptance of Appointment by Successor. In case of the appointment Every successor Collateral Agent appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust Issuing Entity and to the retiring Relevant Trustee predecessor Collateral Agent an instrument accepting such appointment, with a copy to the Note Rating Agencies, and thereupon the resignation or removal of the retiring Relevant Trustee shall predecessor Collateral Agent will become effective with respect to Asset Pool One, and such successor Relevant TrusteeCollateral Agent, without any further act, deed or conveyance, shall will become vested with all the rights, powers, trusts and duties of the retiring Relevant Trusteepredecessor Collateral Agent; but, on the request of the Depositor Issuing Entity or the successor Relevant TrusteeCollateral Agent, such retiring Relevant Trustee predecessor Collateral Agent shall, upon payment of its reasonable charges, if any, execute and deliver an instrument transferring to such successor Relevant Trustee Collateral Agent all the rights, powers and trusts of the retiring Relevant Trustee predecessor Collateral Agent, and shall will duly assign, transfer and deliver to such successor Relevant Trustee Collateral Agent all property and money held by such retiring Relevant Trustee predecessor Collateral Agent hereunder, subject nevertheless to its lien, if any, provided for in Section 4.6. Upon request of any such successor Relevant TrusteeCollateral Agent, the Trust shall Issuing Entity will execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee Collateral Agent all such rights, powers and trusts referred to in the preceding paragraphtrusts. No successor Relevant Trustee shall Collateral Agent will accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall Collateral Agent will be qualified and eligible with respect to Asset Pool One under this Article.

Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee and each successor Relevant Trustee with respect to the Trust Securities shall execute and deliver an instrument accepting amendment hereto wherein each successor Relevant Trustee shall accept such appointmentappointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and thereupon to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Issuer Trust and upon the execution and delivery of such amendment the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor Issuer Trust or the any successor Relevant Trustee, Trustee such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunderhereunder with respect to the Trust Securities and the Trust. Upon request of any such successor Relevant Trustee, the Issuer Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article.

Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee and each successor Relevant Trustee shall execute and deliver an instrument accepting amendment hereto wherein each successor Relevant Trustee shall accept such appointmentappointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and thereupon to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Trust. Upon the execution and delivery of such amendment the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor Trust or the any successor Relevant Trustee, Trustee such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunderhereunder with respect to the Trust Securities and the Trust. Upon request of any such successor Relevant Trustee, the Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article.

Acceptance of Appointment by Successor. In case of the appointment Every successor Indenture Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall will execute, acknowledge and deliver to the Trust Issuer and to the retiring Relevant predecessor Indenture Trustee an instrument accepting such appointment, with a copy to the Note Rating Agency, and thereupon the resignation or removal of the retiring Relevant predecessor Indenture Trustee shall will become effective effective, and such successor Relevant Indenture Trustee, without any further act, deed or conveyance, shall will become vested with all the rights, powers, trusts and duties of the retiring Relevant predecessor Indenture Trustee, Calculation Agent and Paying Agent; but, on the request of the Depositor Issuer or the successor Relevant Indenture Trustee, such retiring Relevant predecessor Indenture Trustee shallwill, upon payment of its reasonable charges, if any, execute and deliver an instrument transferring to such successor Relevant Indenture Trustee all the rights, powers and trusts of the retiring Relevant Trustee predecessor Indenture Trustee, Calculation Agent and shall Paying Agent, and will duly assign, transfer and deliver to such successor Relevant Indenture Trustee all property and money held by such retiring Relevant predecessor Indenture Trustee hereunder, subject nevertheless to its rights to payment pursuant to Section 11.7. Upon request of any such successor Relevant Indenture Trustee, the Trust shall Issuer will execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Indenture Trustee all such rights, powers and trusts referred to in the preceding paragraphtrusts. No successor Relevant Indenture Trustee shall will accept its appointment unless at the time of such acceptance such successor Relevant Indenture Trustee shall will be qualified and eligible under this Article.

Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant TrusteeRexxxxxx Xxxxxee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee (if requested by the Depositor) and each successor Trustee shall execute and deliver an instrument accepting amendment hereto wherein each successor Relevant Trustee shall accept such appointmentappointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and thereupon to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee and upon the execution and delivery of such amendment the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor Trust or the any successor Relevant Trustee, Trustee such retiring Relevant Trustee shall, upon payment of its chargesall sums owed to it, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunderhereunder with respect to the Trust Securities and the Trust. Upon request of any such successor Relevant Trustee, the Trust retiring Relevant Trustee shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this ArticleArticle VIII.

Acceptance of Appointment by Successor. In case of the appointment Every successor -------------------------------------- Certificate Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust Originator and to the retiring Relevant Certificate Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Certificate Trustee shall become effective and such successor Relevant Certificate Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant TrusteeCertificate Trustee with respect to any Series or Class of Certificates as to which the retiring Certificate Trustee is retiring; but, on the request of the Depositor Originator or the successor Relevant Certificate Trustee, such retiring Relevant Certificate Trustee shall, upon payment of its charges, shall execute and deliver an instrument transferring to such successor Relevant Certificate Trustee all the rights, powers and trusts of the retiring Relevant Certificate Trustee with respect to such Series or Class of Certificates and shall duly assign, transfer and deliver to such successor Relevant Certificate Trustee all property and money held by such retiring Relevant Certificate Trustee hereunderhereunder with respect to such Series or Class of Certificates. Upon request of any such successor Relevant Certificate Trustee, the Trust Originator, the retiring Certificate Trustee and such successor Certificate Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in and confirming to in, such successor Relevant Certificate Trustee all such rights, powers and trusts referred to in trusts. No Certificate Trustee hereunder shall be liable for the preceding paragraphacts or omissions of any successor Certificate Trustee. No successor Relevant Certificate Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Certificate Trustee shall be qualified and eligible under this ArticleArticle and any and all amounts due and payable to the predecessor trustee have been paid.

Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant Trustee, every Trustee such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Trustee shall become effective and such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and if the Property Trustee is the resigning Trustee shall duly assign, transfer and deliver to such the successor Relevant Trustee all property and money held by such retiring Relevant Property Trustee hereunder. Upon request In case of any such successor Relevant Trustee, the Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such appointment hereunder of a successor Relevant Trustee all such rightswith respect to the Trust Securities and the Trust, powers the retiring Relevant Trustee (if requested by the Depositor) and trusts referred each successor Relevant Trustee with respect to in the preceding paragraph. No Trust Securities shall execute and deliver an amendment hereto wherein each successor Relevant Trustee shall accept its such appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article.which:

Acceptance of Appointment by Successor. In case of the appointment Every successor Indenture Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust Issuer and to the retiring Relevant Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Indenture Trustee shall become effective and such successor Relevant Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; Indenture Trustee but, on the request of the Depositor Issuer or the successor Relevant Indenture Trustee, such retiring Relevant Indenture Trustee shall, upon payment of its chargesreasonable out-of-pocket costs and expenses, execute and deliver an instrument transferring to such successor Relevant Indenture Trustee all the rights, powers and trusts of the retiring Relevant Trustee Indenture Trustee, and shall duly assign, transfer and deliver to such successor Relevant Indenture Trustee all property and money held by such retiring Relevant Indenture Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.07 hereof. Upon request of any such successor Relevant Indenture Trustee, the Trust Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Indenture Trustee all such rights, powers and trusts referred to in the preceding paragraphtrusts. No successor Relevant Indenture Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Indenture Trustee shall be qualified and eligible under this Article.

Acceptance of Appointment by Successor. In case of the appointment Every successor Indenture Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust Issuer and to the retiring Relevant Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Indenture Trustee shall become effective and such successor Relevant Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; Indenture Trustee but, on the request of the Depositor Issuer or the successor Relevant Indenture Trustee, such retiring Relevant Indenture Trustee shall, upon payment of its chargesreasonable out-of-pocket costs and expenses, execute and deliver an instrument transferring to such successor Relevant Indenture Trustee all the rights, powers and trusts of the retiring Relevant Trustee Indenture Trustee, and shall duly assign, transfer and deliver to such successor Relevant Indenture Trustee all property and money held by such retiring Relevant Indenture Trustee hereunder. Upon request of any such successor Relevant Indenture Trustee, the Trust Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Indenture Trustee all such rights, powers and trusts referred to in the preceding paragraphtrusts. No successor Relevant Indenture Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Indenture Trustee shall be qualified and eligible under this Article.

Acceptance of Appointment by Successor. In case of the appointment Every successor Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust Issuer and to the retiring Relevant Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Trustee shall become effective and such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor Issuer or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon payment of its charges, shall execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property and money held by such retiring Relevant Trustee hereunder. Upon request of any such successor Relevant Trustee, the Trust Issuer, the retiring Trustee and such successor Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in and confirming to in, such successor Relevant Trustee all such rights, powers and trusts referred to in trusts. No Trustee hereunder shall be liable for the preceding paragraphacts or omissions of any successor Trustee. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this ArticleArticle and any and all amounts due and payable to the predecessor Trustee have been paid.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver with respect to the Trust Securities and to the Trust, the retiring Relevant Trustee (if requested by the Depositor) and each successor Relevant Trustee with respect to the Trust Securities shall execute and deliver an instrument accepting hereto wherein each successor Relevant Trustee shall accept such appointmentappointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and thereupon to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Trust and upon the execution and delivery of such instrument the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant TrusteeTrustee with respect to the Trust Securities and the Trust; but, on the request of the Depositor Trust or the any successor Relevant Trustee, Trustee such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunder. Upon request of any such successor Relevant Trustee, hereunder with respect to the Trust shall execute any Securities and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this ArticleTrust.

Acceptance of Appointment by Successor. In case of the appointment Every successor Indenture Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust Issuer, the Note Insurer and to the retiring Relevant Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Indenture Trustee shall become effective and such successor Relevant Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Indenture Trustee; but. Notwithstanding the foregoing, on the request of the Depositor Issuer or the successor Relevant Indenture Trustee, such retiring Relevant Indenture Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Indenture Trustee all the rights, powers and trusts of the retiring Relevant Trustee Indenture Trustee, and shall duly assign, transfer and deliver to such successor Relevant Indenture Trustee all property and money held by such retiring Relevant Indenture Trustee hereunder. Upon request of any such successor Relevant Indenture Trustee, the Trust Issuer shall execute and deliver any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Indenture Trustee all such rights, powers and trusts referred to in the preceding paragraphtrusts. No successor Relevant Indenture Trustee shall accept its appointment unless (i) at the time of such acceptance such successor Relevant Indenture Trustee shall be qualified and eligible under this ArticleArticle and (ii) the Note Insurer and the Rating Agencies have approved such appointment.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver with respect to the Trust Securities and to the Trust, the retiring Relevant Trustee and each successor Relevant Trustee with respect to the Trust Securities shall execute and deliver an instrument accepting hereto wherein each successor Relevant Trustee shall accept such appointmentappointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and thereupon to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Trust, and upon the execution and delivery of such instrument, the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein, and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant TrusteeTrustee with respect to the Trust Securities and the Trust; butprovided, however, that on the request of the Depositor Trust or the any successor Relevant Trustee, such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property the Trust Property, all proceeds thereof and all money held by such retiring Relevant Trustee hereunder. Upon request of any such successor Relevant Trustee, hereunder with respect to the Trust shall execute any Securities and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this ArticleTrust.

Acceptance of Appointment by Successor. In case of the appointment Every successor Indenture Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust Issuer, the Bond Insurer and to the retiring Relevant Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Indenture Trustee shall become effective and such successor Relevant Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Indenture Trustee; but. Notwithstanding the foregoing, on the request of the Depositor Issuer or the successor Relevant Indenture Trustee, such retiring Relevant Indenture Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Indenture Trustee all the rights, powers and trusts of the retiring Relevant Trustee Indenture Trustee, and shall duly assign, transfer and deliver to such successor Relevant Indenture Trustee all property and money held by such retiring Relevant Indenture Trustee hereunder. Upon request of any such successor Relevant Indenture Trustee, the Trust Issuer shall execute and deliver any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Indenture Trustee all such rights, powers and trusts referred to in the preceding paragraphtrusts. No successor Relevant Indenture Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Indenture Trustee shall be qualified and eligible under this Article.

Acceptance of Appointment by Successor. In case of the appointment Every successor Pass Through Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust Facility Lessees, the Owner Lessors and to the retiring Relevant Pass Through Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Pass Through Trustee shall become effective and such successor Relevant Pass Through Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Pass Through Trustee; but, on the request of any Facility Lessee (or, following the Depositor or occurrence of a Lease Event of Default, the applicable Owner Lessor) to the successor Relevant Pass Through Trustee, such retiring Relevant Pass Through Trustee shall, upon payment of its charges, shall execute and deliver an instrument transferring to such successor Relevant Pass Through Trustee all the rights, powers and trusts of the retiring Relevant Pass Through Trustee and shall duly assign, transfer and deliver to such successor Relevant Pass Through Trustee all property and money held by such retiring Relevant Pass Through Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.7. Upon request of any such successor Relevant Pass Through Trustee, the Trust Facility Lessees, the Owner Lessors, the retiring Pass Through Trustee and such successor Pass Through Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in and confirming to in, such successor Relevant Pass Through Trustee all such rights, powers and trusts referred to in the preceding paragraphtrusts. No successor Relevant Pass Through Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Pass Through Trustee shall be qualified and eligible under this ArticleSection 7.

Acceptance of Appointment by Successor. In case of the appointment Every successor Indenture Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust Issuer, [the Note Insurer] and to the retiring Relevant Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Indenture Trustee shall become effective and such successor Relevant Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Indenture Trustee; but. Notwithstanding the foregoing, on the request of the Depositor Issuer or the successor Relevant Indenture Trustee, such retiring Relevant Indenture Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Indenture Trustee all the rights, powers and trusts of the retiring Relevant Trustee Indenture Trustee, and shall duly assign, transfer and deliver to such successor Relevant Indenture Trustee all property and money held by such retiring Relevant Indenture Trustee hereunder. Upon request of any such successor Relevant Indenture Trustee, the Trust Issuer shall execute and deliver any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Indenture Trustee all such rights, powers and trusts referred to in the preceding paragraphtrusts. No successor Relevant Indenture Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Indenture Trustee shall be qualified and eligible under this Article.

Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant Trustee, every Trustee such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Trustee shall become effective and such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and if the Property Trustee is the resigning Trustee shall duly assign, transfer and deliver to such the successor Relevant Trustee all property and money held by such retiring Relevant Property Trustee hereunder. Upon request In case of any such the appointment hereunder of a successor Relevant Trustee, the Trust shall execute any retiring Relevant Trustee and all instruments for more fully and certainly vesting in and confirming to such each successor Relevant Trustee all such rights, powers with respect to the Trust Securities shall execute and trusts referred to in the preceding paragraph. No deliver an amendment hereto wherein each successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article.accept

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Relevant Trustee with respect to the Trust Securities and the Trust, the retiring Relevant Trustee, every such upon the payment in full to it of all amounts it is entitled to under this Trust Agreement, including Section 806, and each successor Relevant Trustee so appointed shall execute, acknowledge and deliver with respect to the Trust Securities shall execute and deliver an instrument hereto wherein each successor Relevant Trustee shall accept such appointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee an with respect to the Trust Securities and the Trust and upon the execution and delivery of such instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant TrusteeTrustee with respect to the Trust Securities and the Trust; but, on the request of the Depositor Trust or the any successor Relevant Trustee, Trustee such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunder. Upon request of any such successor Relevant Trustee, hereunder with respect to the Trust shall execute any Securities and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this ArticleTrust.

Acceptance of Appointment by Successor. In case of the appointment Every successor Indenture Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust Lessor, the Lessee and to the retiring Relevant Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Indenture Trustee shall become effective and such successor Relevant Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Indenture Trustee; but, but on the request of the Depositor Lessor or the successor Relevant Indenture Trustee, such retiring Relevant Indenture Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Indenture Trustee all the rights, powers and trusts of the retiring Relevant Trustee Indenture Trustee, and it shall duly assign, transfer and deliver to such successor Relevant Indenture Trustee all property and money held by such retiring Relevant Indenture Trustee hereunder, subject nevertheless to its Lien, if any, provided for in Section 8.5. Upon request of any such successor Relevant Indenture Trustee, the Trust Lessor shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Indenture Trustee all such rights, powers and trusts referred to in the preceding paragraphtrusts. No successor Relevant Indenture Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Indenture Trustee shall be qualified and eligible under this Article.

Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant TrusteeRelxxxxx Xxxxxxe, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee (if requested by the Depositor) and each successor Trustee shall execute and deliver an instrument accepting amendment hereto wherein each successor Relevant Trustee shall accept such appointmentappointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and thereupon to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee and upon the execution and delivery of such amendment the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor Trust or the any successor Relevant Trustee, Trustee such retiring Relevant Trustee shall, upon payment of its chargesall sums owed to it, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunderhereunder with respect to the Trust Securities and the Trust. Upon request of any such successor Relevant Trustee, the Trust retiring Relevant Trustee shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this ArticleArticle VIII.

Acceptance of Appointment by Successor. In case of the -------------------------------------- appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Trustee shall become effective and such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property and money held by such retiring Relevant Trustee hereunder. Upon request of any such successor Relevant Trustee, the Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver with respect to the Trust Securities and to the Trust, the retiring Relevant Trustee and each successor Relevant Trustee with respect to the Trust Securities shall execute and deliver an instrument accepting hereto wherein each successor Relevant Trustee shall accept such appointmentappointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and thereupon to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Trust and upon the execution and delivery of such instrument the resignation 44 or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant TrusteeTrustee with respect to the Trust Securities and the Trust; but, on the request of the Depositor Trust or the any successor Relevant Trustee, Trustee such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property the Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunder. Upon request of any such successor Relevant Trustee, hereunder with respect to the Trust shall execute any Securities and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this ArticleTrust.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver with respect to the Trust Securities and to the Trust, the retiring Relevant Trustee and each successor Relevant Trustee with respect to the Trust Securities shall execute and deliver an instrument accepting wherein each successor Relevant Trustee shall accept such appointmentappointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and thereupon to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Trust and upon the execution and delivery of such instrument the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant TrusteeTrustee with respect to the Trust Securities and the Trust; but, on the request of the Depositor Trust or the any successor Relevant Trustee, Trustee such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunder. Upon request of any such successor Relevant Trustee, hereunder with respect to the Trust shall execute any Securities and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this ArticleTrust.

Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Trustee shall become effective and such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property and money held by such retiring Relevant Trustee hereunder. Upon request of any such successor Relevant Trustee, the Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraphsection. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article.

Acceptance of Appointment by Successor. In case of the appointment Every successor Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge execute and deliver to the Trust Manager, the Certificateholders and to the retiring Relevant Trustee with respect to the Trust an instrument evidencing and accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Trustee with respect to the Trust shall become effective and such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts trusts, obligations and duties of the retiring Relevant TrusteeTrustee with respect to the Trust; but, on upon the request of the Depositor or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon payment of its charges, shall execute and deliver an instrument transferring to such successor Relevant Trustee all the such rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property and money Trust Assets held by such retiring Relevant Trustee hereunderin respect of the Trust (subject nevertheless to its lien, if any, provided for in Section 7.13) and all books and records, or true, correct and complete copies thereof, held by such retiring Trustee in respect of the Trust. Upon request of any such successor Relevant Trustee, the Trust retiring Trustee and such successor Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in and confirming to in, such successor Relevant Trustee all such rights, powers and trusts referred trusts. If a successor Trustee is appointed with respect to in the preceding paragraphTrust, each of the predecessor Trustee and the successor Trustee shall execute and deliver a supplemental agreement hereto which shall add to or change any of the provisions of this Trust Agreement as shall be necessary to provide for or facilitate the administration of the Trust hereunder by such successor Trustee. No successor Relevant Trustee institution shall accept its appointment as a successor Trustee hereunder unless at the time of such acceptance such successor Relevant Trustee institution shall be qualified and eligible under this ArticleArticle VII.

Acceptance of Appointment by Successor. In case of the appointment Every successor Pass Through Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust Company and to the retiring Relevant Pass Through Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Pass Through Trustee shall become effective and such successor Relevant Pass Through Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Pass Through Trustee; but, on the request of the Depositor Company or the successor Relevant Pass Through Trustee, such retiring Relevant Pass Through Trustee shall, upon payment of its charges, shall execute and deliver an instrument transferring to such successor Relevant Pass Through Trustee all the rights, powers and trusts of the retiring Relevant Pass Through Trustee and shall duly assign, transfer and deliver to such successor Relevant Pass Through Trustee all property and money held by such retiring Relevant Pass Through Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.7. Upon request of any such successor Relevant Pass Through Trustee, the Trust Company, the retiring Pass Through Trustee and such successor Pass Through Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in and confirming to in, such successor Relevant Pass Through Trustee all such rights, powers and trusts referred to in the preceding paragraphtrusts. No successor Relevant Pass Through Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Pass Through Trustee shall be qualified and eligible under this Article.

Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant successox Xxxxxxxx Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee (if requested by the Depositor) and each successor Trustee shall execute and deliver an instrument accepting amendment hereto wherein each successor Relevant Trustee shall accept such appointmentappointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and thereupon to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee and upon the execution and delivery of such amendment the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor Trust or the any successor Relevant Trustee, Trustee such retiring Relevant Trustee shall, upon payment of its chargesall sums owed to it, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunderhereunder with respect to the Trust Securities and the Trust. Upon request of any such successor Relevant Trustee, the Trust retiring Relevant Trustee shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this ArticleArticle VIII.

Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant Trustee, every the retiring Relevant Trustee and each such successor Relevant Trustee so appointed with respect to the Trust Securities shall execute, acknowledge and deliver an instrument wherein each successor Trustee shall accept such appointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Trust Securities and to the retiring Relevant Trustee an instrument accepting such appointmentSuccess Capital, and thereupon upon the execution and delivery of such instrument the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor Success Capital or the any successor Relevant Trustee, Trustee such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunderhereunder with respect to the Trust Securities and the Trust. Upon request of any such successor Relevant Trustee, the Trust Success Capital shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article.

Acceptance of Appointment by Successor. In case of the appointment Every successor Trustee or Collateral Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust Company and to the retiring Relevant Trustee or Collateral Trustee, as the case may be, an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Trustee or Collateral Trustee shall become effective and such successor Relevant Trustee or Collateral Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee or Collateral Trustee, as the case may be; but, on the request of the Depositor Company or the successor Relevant Trustee or Collateral Trustee, such retiring Relevant Trustee or Collateral Trustee, as the case may be, shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee or Collateral Trustee all the rights, powers and trusts of the retiring Relevant Trustee or Collateral Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee or Collateral Trustee all property and money held by such retiring Relevant Trustee or Collateral Trustee hereunder. Upon request of any such successor Relevant Trustee or Collateral Trustee, the Trust Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee or Collateral Trustee all such rights, powers and trusts referred to in trusts. Neither the preceding paragraph. No successor Relevant Trustee nor the successor Collateral Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee or Collateral Trustee shall be qualified and eligible under this Article.

Acceptance of Appointment by Successor. In case of the appointment Every successor -------------------------------------- Certificate Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust Originator and to the retiring Relevant Certificate Trustee an instrument accepting such appointment, and thereupon the resignation resigna- tion or removal of the retiring Relevant Certificate Trustee shall become effective and such successor Relevant Certificate Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant TrusteeCertificate Trustee with respect to any Series or Class of Certificates as to which the retiring Certificate Trustee is retiring; but, on the request of the Depositor Originator or the successor Relevant Certificate Trustee, such retiring Relevant Certificate Trustee shall, upon payment of its charges, shall execute and deliver an instrument transferring to such successor Relevant Certificate Trustee all the rights, powers and trusts of the retiring Relevant Certificate Trustee with respect to such Series or Class of Certificates and shall duly assign, transfer and deliver to such successor Relevant Certificate Trustee all property and money held by such retiring Relevant Certificate Trustee hereunderhereunder with respect to such Series or Class of Certificates. Upon request of any such successor Relevant Certificate Trustee, the Trust Originator, the retiring Certificate Trustee and such successor Certificate Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in and confirming to in, such successor Relevant Certificate Trustee all such rights, powers and trusts referred to in trusts. No Certificate Trustee hereunder shall be liable for the preceding paragraphacts or omissions of any successor Certificate Trustee. No successor Relevant Certificate Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Certificate Trustee shall be qualified and eligible under this ArticleArticle and any and all amounts due and payable to the predecessor trustee have been paid.

Acceptance of Appointment by Successor. In case of the appointment Every successor Indenture Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust Issuer and to the retiring Relevant Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Indenture Trustee shall become effective and such successor Relevant Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; Indenture Trustee but, on the request of the Depositor Issuer or the successor Relevant Indenture Trustee, such retiring Relevant Indenture Trustee shall, upon payment of its chargesreasonable out-of-pocket costs and expenses, execute and deliver an instrument transferring to such successor Relevant Indenture Trustee all the rights, powers and trusts of the retiring Relevant Trustee Indenture Trustee, and shall duly assign, transfer and deliver to such successor Relevant Indenture Trustee all property and money held by such retiring Relevant Indenture Trustee hereunder. Upon request of any such successor Relevant Indenture Trustee, the Trust Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Indenture Trustee all such rights, powers and trusts referred to in the preceding paragraphtrusts. No successor Relevant Indenture Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Indenture Trustee shall be qualified and eligible under this Article. No Indenture Trustee hereunder shall be liable for the acts or omissions of any successor Indenture Trustee hereunder.

Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee and each successor Trustee with respect to the Trust Securities shall execute and deliver an instrument accepting hereto wherein each successor Trustee shall accept such appointmentappointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and thereupon to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Trust, and upon the execution and delivery of such instrument, the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant TrusteeTrustee with respect to the Trust Securities and the Trust; but, on the request of the Depositor Trust or the any successor Relevant Trustee, Trustee such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunderhereunder with respect to the Trust Securities and the Trust. Upon request of any such successor Relevant Trustee, the Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the immediately preceding paragraph, as the case may be. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article.

Acceptance of Appointment by Successor. In case of the appointment Every successor Indenture Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust Issuer, the Note Insurer and to the retiring Relevant Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Indenture Trustee shall become effective and such successor Relevant Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Indenture Trustee; but. Notwithstanding the foregoing, on the request of the Depositor Issuer, the Note Insurer or the successor Relevant Indenture Trustee, such retiring Relevant Indenture Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Indenture Trustee all the rights, powers and trusts of the retiring Relevant Trustee Indenture Trustee, and shall duly assign, transfer and deliver to such successor Relevant Indenture Trustee all property and money held by such retiring Relevant Indenture Trustee hereunder. Upon request of any such successor Relevant Indenture Trustee, the Trust Issuer shall execute and deliver any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Indenture Trustee all such rights, powers and trusts referred to in the preceding paragraphtrusts. No successor Relevant Indenture Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Indenture Trustee shall be qualified and eligible under this Article.

Acceptance of Appointment by Successor. In case of the appointment Every successor Indenture Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust Issuers, the Class A Note Insurer and to the retiring Relevant Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Indenture Trustee shall become effective and such successor Relevant Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Indenture Trustee; but, on the request of the Depositor Issuers or the successor Relevant Indenture Trustee, such retiring Relevant Indenture Trustee shall, upon payment of its reasonable charges, execute and deliver an instrument transferring to such successor Relevant Indenture Trustee all the rights, powers and trusts of the retiring Relevant Trustee Indenture Trustee, and shall duly assign, transfer and deliver to such successor Relevant Indenture Trustee all property and money held by such retiring Relevant Indenture Trustee hereunder. Upon request of any such successor Relevant Indenture Trustee, the Trust Issuers shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Indenture Trustee all such rights, powers and trusts referred to in the preceding paragraphtrusts. No successor Relevant Indenture Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Indenture Trustee shall be qualified and eligible under this ArticleArticle VII.

Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee and each successor Trustee shall execute and deliver an instrument accepting wherein each successor Trustee shall accept such appointmentappointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and thereupon to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Trust and upon the execution and delivery of such instrument the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor Trust or the any successor Relevant Trustee, Trustee such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunderhereunder with respect to the Trust Securities and the Trust. Upon request of any such successor Relevant Trustee, the Trust retiring Relevant Trustee shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this ArticleArticle VIII.

Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant successxx Xxxxxxxx Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee (if requested by the Depositor) and each successor Trustee shall execute and deliver an instrument accepting amendment hereto wherein each successor Relevant Trustee shall accept such appointmentappointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and thereupon to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee and upon the execution and delivery of such amendment the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor Trust or the any successor Relevant Trustee, Trustee such retiring Relevant Trustee shall, upon payment of its chargesall sums owed to it, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunderhereunder with respect to the Trust Securities and the Trust. Upon request of any such successor Relevant Trustee, the Trust retiring Relevant Trustee shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this ArticleArticle VIII.

Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant TrusteeTrustee with respect to all Trust Securities and the Trust, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee an instrument accepting such appointment, and thereupon there- upon the resignation or removal of the retiring Relevant Trustee shall become effective effective, and such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon payment of its chargescharges due to such retiring Relevant Trustee, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property and money held by such retiring Relevant Trustee hereunder. Upon request In case of any such successor Relevant Trustee, the Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such appointment hereunder of a successor Relevant Trustee all such rightswith respect to the Trust Securities and the Trust, powers the retiring Relevant Trustee and trusts referred to in the preceding paragraph. No each successor Relevant Trustee with respect to the Trust Securities shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified execute and eligible under this Article.deliver an amendment hereto wherein each

Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant Trustee, every the successor Relevant Trustee shall execute and deliver an amendment hereto wherein such successor Relevant Trustee so appointed shall executeaccept such appointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, acknowledge and deliver to the Trust and to the retiring vest in, each successor Relevant Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Trustee shall become effective and such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Trust. Upon the execution and delivery of such amendment, the resignation or removal of the Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance by any Person, shall become vested with the rights, powers, trusts and duties of the former Relevant Trustee; but, on the request of the Depositor Trust or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such any successor Relevant Trustee all the rights, powers and trusts of the retiring such former Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunderhereunder with respect to the Trust Securities and the Trust. Upon request of any such successor Relevant Trustee, the Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article.

Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Trustee shall become effective and such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor Sponsor or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property and money held by such retiring Relevant Trustee hereunder. Upon request of any such successor Relevant Trustee, the Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this ArticleArticle 8.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver with respect to the Trust Securities and to the Trust, the retiring Relevant Trustee and each successor Relevant Trustee with respect to the Trust Securities shall execute and deliver an instrument accepting pursuant hereto wherein each successor Relevant Trustee shall accept such appointmentappointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and thereupon to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Trust and upon the execution and delivery of such instrument the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant TrusteeTrustee with respect to the Trust Securities and the Trust; but, on the request of the Depositor Trust or the any successor Relevant Trustee, Trustee such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property Trust Property, all proceeds thereof and all money held by such retiring Relevant Trustee hereunder. Upon request of any such successor Relevant Trustee, hereunder with respect to the Trust shall execute any Securities and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this ArticleTrust.

Acceptance of Appointment by Successor. In case of the appointment Every successor Pass Through Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust Lessee, the Owner Lessors and to the retiring Relevant Pass Through Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Pass Through Trustee shall become effective and such successor Relevant Pass Through Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Pass Through Trustee; but, on the request of the Depositor or Lessee (or, upon the occurrence and during the continuation of a Lease Event of Default, the applicable Owner Lessor) to the successor Relevant Pass Through Trustee, such retiring Relevant Pass Through Trustee shall, upon payment of its charges, shall execute and deliver an instrument transferring to such successor Relevant Pass Through Trustee all the rights, powers and trusts of the retiring Relevant Pass Through Trustee and shall duly assign, transfer and deliver to such successor Relevant Pass Through Trustee all property and money held by such retiring Relevant Pass Through Trustee hereunder. Upon request of any such successor Relevant Pass Through Trustee, the Trust Lessee, the Guarantor, the Owner Lessors, the retiring Pass Through Trustee and such successor Pass Through Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in and confirming to in, such successor Relevant Pass Through Trustee all such rights, powers and trusts referred to in the preceding paragraphtrusts. No successor Relevant Pass Through Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Pass Through Trustee shall be qualified and eligible under this ArticleSection 6.8.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Relevant Trust Preferred Guarantee Trustee, every such successor Relevant Trust Preferred Guarantee Trustee so appointed shall execute, acknowledge and deliver to the Trust Guarantor and to the retiring Relevant Trust Preferred Guarantee Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Trust Preferred Guarantee Trustee shall become effective and such successor Relevant Trust Preferred Guarantee Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trust Preferred Guarantee Trustee; but, on the request of the Depositor Guarantor or the successor Relevant Trust Preferred Guarantee Trustee, such retiring Relevant Trust Preferred Guarantee Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trust Preferred Guarantee Trustee all the rights, powers powers, trusts and trusts obligations of the retiring Relevant Trust Preferred Guarantee Trustee and shall duly assign, transfer and deliver to such successor Relevant Trust Preferred Guarantee Trustee all property and money held by such retiring Relevant Trust Preferred Guarantee Trustee hereunder. Upon request of any such successor Relevant Trustee, the Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article.

Acceptance of Appointment by Successor. In case of the appointment Every successor Pass Through Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust Partnerships, the Owner Lessor and to the retiring Relevant Pass Through Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Pass Through Trustee shall become effective and such successor Relevant Pass Through Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Pass 37 39 Through Trustee; but, on the request of either of the Depositor or Partnerships (or, following the occurrence of a Lease Event of Default, the Owner Lessor) to the successor Relevant Pass Through Trustee, such retiring Relevant Pass Through Trustee shall, upon payment of its charges, shall execute and deliver an instrument transferring to such successor Relevant Pass Through Trustee all the rights, powers and trusts of the retiring Relevant Pass Through Trustee and shall duly assign, transfer and deliver to such successor Relevant Pass Through Trustee all property and money held by such retiring Relevant Pass Through Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.7. Upon request of any such successor Relevant Pass Through Trustee, the Trust Partnerships, the Owner Lessor, the retiring Pass Through Trustee and such successor Pass Through Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in and confirming to in, such successor Relevant Pass Through Trustee all such rights, powers and trusts referred to in the preceding paragraphtrusts. No successor Relevant Pass Through Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Pass Through Trustee shall be qualified and eligible under this ArticleSection 7.

Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee and each successor Relevant Trustee with respect to the Trust Securities shall execute and deliver an instrument accepting wherein each successor Relevant Trustee shall accept such appointmentappointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and thereupon to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Trust, and upon the execution and delivery of such instrument the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the written request of the Depositor Trust or the any successor Relevant Trustee, Trustee such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunderhereunder with respect to the Trust Securities and the Trust. Upon written request of any such successor Relevant Trustee, the Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver with respect to the Trust Securities and to the Trust, the retiring Relevant Trustee and each successor Relevant Trustee with respect to the Trust Securities shall execute and deliver an instrument accepting hereto wherein each successor Relevant Trustee shall accept such appointmentappointment and which shall contain such provisions as shall be necessary or desirable to transfer to, and thereupon confirm and vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Trust, and upon the execution and delivery of such instrument the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant TrusteeTrustee with respect to the Trust Securities and the Trust; but, on the request of the Depositor Trust or the any successor Relevant Trustee, Trustee such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunder. Upon request of any such successor Relevant Trustee, hereunder with respect to the Trust shall execute any Securities and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this ArticleTrust.

Acceptance of Appointment by Successor. In case of the appointment Every successor -------------------------------------- Certificate Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust Originator and to the retiring Relevant Certificate Trustee an instrument accepting such appointment, and thereupon the resignation resigna tion or removal of the retiring Relevant Certificate Trustee shall become effective and such successor Relevant Certificate Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant TrusteeCertificate Trustee with respect to any Series or Class of Certificates as to which the retiring Certificate Trustee is retiring; but, on the request of the Depositor Originator or the successor Relevant Certificate Trustee, such retiring Relevant Certificate Trustee shall, upon payment of its charges, shall execute and deliver an instrument transferring to such successor Relevant Certificate Trustee all the rights, powers and trusts of the retiring Relevant Certificate Trustee with respect to such Series or Class of Certificates and shall duly assign, transfer and deliver to such successor Relevant Certificate Trustee all property and money held by such retiring Relevant Certificate Trustee hereunderhereunder with respect to such Series or Class of Certificates. Upon request of any such successor Relevant Certificate Trustee, the Trust Originator, the retiring Certificate Trustee and such successor Certificate Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in and confirming to in, such successor Relevant Certificate Trustee all such rights, powers and trusts referred to in trusts. No Certificate Trustee hereunder shall be liable for the preceding paragraphacts or omissions of any successor Certificate Trustee. No successor Relevant Certificate Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Certificate Trustee shall be qualified and eligible under this ArticleArticle and any and all amounts due and payable to the predecessor trustee have been paid.

Acceptance of Appointment by Successor. In case of -------------------------------------- the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Trustee shall become effective and such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor Control Party or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property and money held by such retiring Relevant Trustee hereunder. Upon request of any such successor Relevant Trustee, the Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article.

Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Trustee shall become effective and such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon payment of its chargescharges and the fees and expenses of its agents and counsel, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property and money held by such retiring Relevant Trustee hereunder. Upon request of any such successor Relevant Trustee, the Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article.

Acceptance of Appointment by Successor. In case of the appointment Every successor Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust Company and to the retiring Relevant Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Trustee shall become effective and such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor Company or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property and money held by such retiring Relevant Trustee hereunder. Upon request of any such successor Relevant Trustee, the Trust Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraphtrusts. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this ArticleArticle Six. Both the retiring Trustee and the successor Trustee shall be entitled to receive an Opinion of Counsel stating that all conditions precedent have been complied with and that the appointment of such successor Trustee is enforceable against the Company, subject to bankruptcy, insolvency, reorganization, moratorium, arrangement or other similar laws relating to creditors' rights generally, and general principles of equity (regardless whether considered in a proceeding at law or in equity), including concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or other equitable relief.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver with respect to the Trust Securities and to the Trust, the retiring Relevant Trustee and each successor Trustee with respect to the Trust Securities shall execute and deliver an instrument accepting hereto wherein each successor Trustee shall accept such appointmentappointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and thereupon to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Trust and upon the execution and delivery of such instrument the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant TrusteeTrustee with respect to the Trust Securities and the Trust; but, on the request of the Depositor Trust or the any successor Relevant Trustee, Trustee such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunder. Upon request of any such successor Relevant Trustee, hereunder with respect to the Trust shall execute any Securities and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this ArticleTrust.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver with respect to the Trust Securities and to the Trust, the retiring Relevant Trustee and each successor Relevant Trustee with respect to the Trust Securities shall execute and deliver an instrument accepting hereto wherein each successor Relevant Trustee shall accept such appointmentappointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and thereupon to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Trust and, upon the execution and delivery of such instrument, the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; Trustee with respect to the Trust Securities and the Trust, but, on the request of the Depositor Trust or the any successor Relevant Trustee, Trustee such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunder. Upon request of any such successor Relevant Trustee, hereunder with respect to the Trust shall execute any Securities and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article.the

Acceptance of Appointment by Successor. In case of the appointment Every successor Pass Through Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust Company and to the retiring Relevant Pass Through Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Pass Through Trustee shall become effective and such successor Relevant Pass Through Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Pass Through Trustee; but, on the request of the Depositor Company or the successor Relevant Pass Through Trustee, such retiring Relevant Pass Through Trustee shall, upon payment of its charges, shall execute and deliver an instrument transferring to such successor Relevant Pass Through Trustee all the rights, powers and trusts of the retiring Relevant Pass Through Trustee and shall duly assign, transfer and deliver to such successor Relevant Pass Through Trustee all property and money held by such retiring Relevant Pass Through Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 7.7. Upon request of any such successor Relevant Pass Through Trustee, Union, the Trust retiring Pass Through Trustee and such successor Pass Through Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in and confirming to in, such successor Relevant Pass Through Trustee all such rights, powers and trusts referred to in the preceding paragraphtrusts. No successor Relevant Pass Through Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Pass Through Trustee shall be qualified and eligible under this Article.

Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant TrusteeTrustee with respect to all Trust Securities and the Trust, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Trustee shall become effective and such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property and money held by such retiring Relevant Trustee hereunder. Upon request of any such successor Relevant Trustee, the Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver with respect to the Trust Securities and to the Trust, the retiring Relevant Trustee and each successor Relevant Trustee with respect to the Trust Securities shall execute and deliver an instrument accepting hereto wherein each successor Relevant Trustee shall accept such appointmentappointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and thereupon to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Trust and upon the execution and delivery of such instrument the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant TrusteeTrustee with respect to the Trust Securities and the Trust; but, on the request of the Depositor Trust or the any successor Relevant Trustee, Trustee such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property and money held by such retiring Relevant Trustee hereunder. Upon request of any such successor Relevant Trustee, the Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article.Trust

Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant Trustee, every Trustee such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Trustee shall become effective and such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, ,powers and trusts of the retiring Relevant Trustee and if the Property Trustee is the resigning Trustee shall duly assign, transfer and deliver to such the successor Relevant Trustee all property and money held by such retiring Relevant Property Trustee hereunder. Upon request In case of any such the appointment hereunder of a successor Relevant Trustee, the Trust shall execute any retiring Relevant Trustee and all instruments for more fully and certainly vesting in and confirming to such each successor Relevant Trustee all such rights, powers with respect to the Trust Securities shall execute and trusts referred to in the preceding paragraph. No deliver an amendment hereto wherein each successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article.accept

Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Trustee shall become effective and such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property and money held by such retiring Relevant Trustee hereunder. Upon request of any such successor Relevant Trustee, the Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article.. Section 8.12

Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee and each successor Trustee shall execute and deliver an instrument accepting wherein each successor Relevant Trustee shall accept such appointmentappointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and thereupon to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Trust and upon the execution and delivery of such instrument the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor Trust or the any successor Relevant Trustee, Trustee such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunderhereunder with respect to the Trust Securities and the Trust. Upon request of any such successor Relevant Trustee, the Trust retiring Relevant Trustee shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this ArticleArticle VIII.

Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant Xxxxxxxx Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee (if requested by the Depositor) and each successor Trustee shall execute and deliver an instrument accepting amendment hereto wherein each successor Relevant Trustee shall accept such appointmentappointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and thereupon to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee and upon the execution and delivery of such amendment the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor Trust or the any successor Relevant Trustee, Trustee such retiring Relevant Trustee shall, upon payment of its chargesall sums owed to it, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunderhereunder with respect to the Trust Securities and the Trust. Upon request of any such successor Relevant Trustee, the Trust retiring Relevant Trustee shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this ArticleArticle VIII.

Acceptance of Appointment by Successor. In case of the appointment Every successor Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust Issuer, the Class A-1R Note Agent, each Hedge Counterparty, the Collateral Manager and to the retiring Relevant Trustee an instrument accepting such appointment. Upon delivery of the required instruments, and thereupon the resignation or removal of the retiring Relevant Trustee shall become effective and such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts trusts, duties and duties obligations of the retiring Relevant Trustee; but, on the request of the Depositor Issuer or a Majority of the Controlling Class or the Collateral Manager or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon payment of its chargescharges then unpaid, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee Trustee, and shall duly assign, transfer and deliver to such successor Relevant Trustee all property and money Money held by such retiring Relevant Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 6.7(d). Upon request of any such successor Relevant Trustee, the Trust Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraphtrusts. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this ArticleArticle 6 and (a) such successor shall have long term debt rated within the four highest rating categories by each Rating Agency, and (b) each Rating Agency has confirmed in writing that the employment of such successor would not adversely affect the rating on the Notes.

Acceptance of Appointment by Successor. In case of the appointment Every successor Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust Company and to the retiring Relevant Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Trustee shall become effective and such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor Company or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property and money held by such retiring Relevant Trustee hereunder. Upon request of any such successor Relevant Trustee, the Trust Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraphtrusts. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this ArticleArticle Six. Both the retiring Trustee and the successor Trustee shall be entitled to receive an Opinion of Counsel stating that all conditions precedent have been complied with and that the appointment of such successor Trustee is enforceable against the Company, subject to bankruptcy, insolvency, reorganization, moratorium, arrangement or other similar laws relating to creditors’ rights generally, and general principles of equity (regardless whether considered in a proceeding at law or in equity), including concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or other equitable relief.

Acceptance of Appointment by Successor. In case of the appointment Every successor Trustee appointed hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge execute and deliver to the Trust Manager, the Certificateholders and to the retiring Relevant Trustee with respect to the Trust an instrument evidencing and accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Trustee with respect to the Trust shall become effective and such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts trusts, obligations and duties of the retiring Relevant TrusteeTrustee with respect to the Trust; but, on upon the request of the Depositor or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon payment of its charges, shall execute and deliver an instrument transferring to such successor Relevant Trustee all the such rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property and money Trust Assets held by such retiring Relevant Trustee hereunderin respect of the Trust (subject nevertheless to its lien, if any, provided for in Section 7.07) and all books and records, or true, correct and complete copies thereof, held by such retiring Trustee in respect of the Trust. Upon request of any such successor Relevant Trustee, the Trust retiring Trustee and such successor Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in and confirming to in, such successor Relevant Trustee all such rights, powers and trusts referred trusts. If a successor Trustee is appointed with respect to in the preceding paragraphTrust, each of the predecessor Trustee and the successor Trustee shall execute and deliver a supplemental agreement hereto which shall add to or change any of the provisions of this Trust Agreement as shall be necessary to provide for or facilitate the administration of the Trust hereunder by such successor Trustee. No successor Relevant Trustee institution shall accept its appointment as a successor Trustee hereunder unless at the time of such acceptance such successor Relevant Trustee institution shall be qualified and eligible under this ArticleArticle VII.

Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver with respect to the Trust Securities and to the Trust, the retiring Relevant Trustee and each successor Trustee with respect to the Trust Securities shall execute and deliver an instrument accepting hereto wherein each successor Trustee shall accept such appointmentappointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and thereupon to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Trust and upon the execution and delivery of such instrument the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant TrusteeTrustee with respect to the Trust Securities and the Trust; but, on the request of the Depositor Trust or the any successor Relevant Trustee, Trustee such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property the Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunder. Upon request of any such successor Relevant Trustee, hereunder with respect to the Trust shall execute any Securities and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this ArticleTrust.

Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Relevant Trustee, every Trustee such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Trustee shall become effective and such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and if the Property Trustee is the resigning Trustee shall duly assign, transfer and deliver to such the successor Relevant Trustee all property and money held by such retiring Relevant Property Trustee hereunder. Upon request In case of any such successor Relevant Trustee, the Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such appointment hereunder of a successor Relevant Trustee all such rightswith respect to the Trust Securities and the Trust, powers the retiring Relevant Trustee (if requested by the Depositor) and trusts referred each successor Relevant Trustee with respect to in the preceding paragraph. No Trust Securities shall execute and deliver an amendment hereto wherein each successor Relevant Trustee shall accept its such appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article.which