Common use of Replacement of Owner Trustee Clause in Contracts

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by giving notice thereof to the Administrator provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) days after the giving of such notice, the Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no Depositor. Upon receiving such resignation notice of resignation, the Depositor shall become effectivepromptly appoint a successor Owner Trustee, and by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee shall not resign, prior and to the time set forth in Section 6.10(c)successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Depositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Depositor may remove the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator Depositor shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no Depositor. Upon receiving such resignation notice of resignation, the Depositor shall become effectivepromptly appoint a successor Owner Trustee, and by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee shall not resign, prior and to the time set forth in Section 6.10(c)successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Depositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Depositor may remove the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator Master Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effectiveAdministrator, the Credit Enhancer and the Depositor. Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor Owner Trustee with the consent of the Credit Enhancer which will not be unreasonably withheld, by written instrument, in duplicate, one copy of which instrument shall not resign, prior be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) , or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Administrator may remove the Owner Trustee. If the Administrator shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to the outgoing Owner Trustee Section 9.03 and the Administrator and payment of all fees and expenses due owed to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by giving notice thereof to the Depositor, the Administrator and the Certificateholders; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) days after the giving of such notice, the Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Depositor or the Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees fees, expenses and indemnities owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and Trustee, the Depositor, the Administrator and the Certificateholders and all fees fees, expenses and expenses indemnities due to the outgoing Owner Trustee are paid. Costs associated with the resignation or removal of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the ServicerTrust. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees fees, expenses and expenses indemnity deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. Any successor Owner Trustee appointed hereunder shall file an amendment to the Certificate of Trust.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Administrator provided that no such resignation shall become effectiveEnhancer, the Indenture Trustee and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee with the consent of the Enhancer, which consent shall not resignbe unreasonably withheld, prior by written instrument, in duplicate, one copy of which instrument shall be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee may, and, at the direction of the Enhancer, shall, remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee acceptable to the Enhancer by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . If the Indenture Trustee is unable to appoint a successor Owner Trustee within 60 days after any such direction, the Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Administrator provided that no such resignation shall become effectiveCredit Enhancer, the Indenture Trustee and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee with the consent of the Credit Enhancer which will not be unreasonably withheld, by written instrument, in duplicate, one copy of which instrument shall not resign, prior be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee may and shall at the direction of the Credit Enhancer remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee acceptable to the Credit Enhancer by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Administrator provided that no such resignation shall become effective, Credit Enhancer and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee with the consent of the Credit Enhancer which will not be unreasonably withheld, by written instrument, in duplicate, one copy of which instrument shall not resign, prior be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee may and shall at the direction of the Credit Enhancer remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee acceptable to the Credit Enhancer by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by giving notice thereof to the Administrator provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such notice, the Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, reason the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, effective and no such resignation shall be deemed to have occurred, occurred until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may at any time give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator Administrator; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). The Administrator may appoint a successor Owner Trustee by delivering written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign resigns or is removed or if a vacancy exists in the office of Owner Trustee for any reason, reason the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator Administrator, and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effective, Bond Insurer and the Depositor. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Owner Trustee with the consent of the Bond Insurer which consent shall not resignbe unreasonably withheld, prior by written instrument, in duplicate, one copy of which instrument shall be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Depositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Depositor may remove the Owner Trustee with the consent of the Bond Insurer and shall otherwise be incapable of acting. (b) If remove the Owner Trustee gives notice at the direction of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Bond Insurer. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator Master Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator Administrator; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). The Administrator may appoint a successor Owner Trustee by delivering a written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, effective and no such resignation shall be deemed to have occurred, occurred until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effective, Depositor and the Indenture Trustee. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee shall not resign, prior and to the time set forth in Section 6.10(c)successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no Depositor. Upon receiving such resignation notice of resignation, the Depositor shall become effectivepromptly appoint a successor Owner Trustee, and by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee shall not resign, prior and to the time set forth in Section 6.10(c)successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Depositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Depositor may remove the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may at any time give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator Administrator; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). Upon giving such notice, the Owner Trustee will provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the resignation of the Owner Trustee. The Administrator may appoint a successor Owner Trustee by delivering a written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition at the expense of the Servicer any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Depositor or the Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or; (iv) the Owner Trustee shall otherwise be legally incapable of acting; or (v) the Owner Trustee shall fail to comply with any of its obligations under this Agreement during the period that the Depositor is required to file Exchange Act Reports with respect to the Issuer, and such failure is not remedied within the lesser of ten calendar days and the period of time in which the related Exchange Act Report is required to be filed. (b) If the Owner Trustee gives notice of its intent to resign resigns or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator Administrator, and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents documents, computer files and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10Section, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders Trustee and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Administrator provided that no such resignation shall become effectiveCredit Enhancer, the Indenture Trustee and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee with the consent of the Credit Enhancer, which consent shall not resignbe unreasonably withheld, prior by written instrument, in duplicate, one copy of which instrument shall be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee may, and, at the direction of the Credit Enhancer, shall, remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee acceptable to the Credit Enhancer by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . If the Indenture Trustee is unable to appoint a successor Owner Trustee within 60 days after any such direction, the Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Depositor, the Securities Administrator provided that no such resignation shall become effective, and the Note Insurer. Upon receiving such notice of resignation, the Depositor with the consent of the Note Insurer shall promptly appoint a successor Owner Trustee, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee shall not resign, prior and to the time set forth in Section 6.10(c)successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Depositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Depositor with the consent of the Note Insurer may remove the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator Depositor shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Administrator provided that no such resignation shall become effective, Depositor and the Indenture Trustee. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall not resign, prior be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee may remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Administrator provided that no such resignation shall become effective, Indenture Trustee and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall not resign, prior be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee may remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . If the Indenture Trustee is unable to appoint a successor Owner Trustee within 60 days after any such direction, the Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may at any time give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator Administrator; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). Upon giving such notice, the Owner Trustee will provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the resignation of the Owner Trustee. The Administrator may appoint a successor Owner Trustee by delivering a written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition at the expense of the Servicer any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Depositor or the Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or; (iv) the Owner Trustee shall otherwise be legally incapable of acting; or (v) the Owner Trustee shall fail to comply with any of its obligations under this Agreement during the period that the Depositor is required to file Exchange Act Reports with respect to the Issuer and such failure is not remedied within the lesser of ten (10) calendar days and the period of time in which the related Exchange Act Report is required to be filed. (b) If the Owner Trustee gives notice of its intent to resign resigns or is removed or if a vacancy exists in the office of Owner Trustee for any reason, reason the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator Administrator, and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents documents, computer files and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders Trustee and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator Administrator; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). The Administrator may appoint a successor Owner Trustee by delivering a written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, effective and no such resignation shall be deemed to have occurred, occurred until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. The successor Owner Trustee shall file an appropriate amendment to the Certificate of Trust.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no Depositor. Upon receiving such resignation notice of resignation, the Depositor shall become effective, and the promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall not resign, prior be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Depositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Depositor may remove the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator Master Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no Depositor. Upon receiving such resignation notice of resignation, the Depositor shall become effectivepromptly appoint a successor Owner Trustee, and by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee shall not resign, prior and to the time set forth in Section 6.10(c)successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Depositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Depositor may remove the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance accep tance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator Master Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Administrator provided that no Depositor. Upon receiving such resignation notice of resignation, the Indenture Trustee shall become effectivepromptly appoint a successor Owner Trustee, and by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee shall not resign, prior and one copy to the time set forth in Section 6.10(c)successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee may remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effectiveAdministrator, the Credit Enhancer and the Depositor. Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor Owner Trustee with the consent of the Credit Enhancer which will not be unreasonably withheld, by written instrument, in duplicate, one copy of which instrument shall not resign, prior be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) , or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Administrator may remove the Owner Trustee. If the Administrator shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance accep tance of appointment is delivered by the successor Owner Trustee pursuant to the outgoing Owner Trustee Section 9.03 and the Administrator and payment of all fees and expenses due owed to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Administrator provided that no such resignation shall become effectiveEnhancer, the Indenture Trustee, the Paying Agent and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee with the consent of the Enhancer, which consent shall not resignbe unreasonably withheld, prior by written instrument, in duplicate, one copy of which instrument shall be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; Indenture Trustee (and the Indenture Trustee shall make such request upon (i) the written direction of the Enhancer, so long as the Enhancer is not in default under the Policy, or (ii) the written direction of holders of Notes representing not less than a majority of the Note Balance of the Notes if the Enhancer is in default under the Policy), or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee may, and, at the direction of the Enhancer, shall, remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee reasonably acceptable to the Enhancer by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . If the Indenture Trustee is unable to appoint a successor Owner Trustee within 60 days after any such direction, the Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to resign at any time and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Administrator Servicer, provided that no such resignation shall not become effective, and the effective until a successor Owner Trustee shall not resign, prior has been appointed. The Servicer may appoint a successor Owner Trustee by delivering a written instrument pursuant to the time set forth in Section 6.10(c6.10(b). If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator Servicer shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the AdministratorServicer; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign resigns or is removed or if a vacancy exists in the office of Owner Trustee for any reason, reason the Administrator Servicer shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator Servicer and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator Servicer and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator Servicer shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no Depositor. Upon receiving such resignation notice of resignation, the Depositor shall become effectivepromptly appoint a successor owner trustee, and by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee shall not resign, prior and to the time set forth in Section 6.10(c)successor owner trustee. If no successor Owner Trustee owner trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trusteeowner trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Depositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Depositor may remove the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee owner trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee owner trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator Depositor shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Administrator provided that no such resignation shall become effective, Credit Enhancer and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee with the consent of the Credit Enhancer (so long as no Credit Enhancer Default has occurred and is continuing), which consent shall not resignbe unreasonably withheld, prior by written instrument, in duplicate, one copy of which instrument shall be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or , then the Indenture Trustee may with the consent of the Credit Enhancer (iv) so long as no Credit Enhancer Default has occurred and is continuing), which consent shall not be unreasonably withheld, and shall at the direction of the Credit Enhancer, remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee acceptable to the Credit Enhancer by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effective, Insurer and the Depositor. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Owner Trustee with consent of the Insurer which consent shall not resignbe unreasonably withheld, prior by written instrument, in duplicate, one copy of which instrument shall be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Depositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Depositor may remove the Owner Trustee with consent of the Insurer and shall otherwise be incapable of acting. (b) If remove the Owner Trustee gives notice at the direction of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Insurer. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator Master Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Administrator provided that no such resignation shall become effective, Credit Enhancer and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee with the written consent of the Credit Enhancer (so long as no Credit Enhancer Default has occurred and is continuing), which consent shall not resignbe unreasonably withheld, prior by written instrument, in duplicate, one copy of which instrument shall be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or , then the Indenture Trustee may with the written consent of the Credit Enhancer (iv) so long as no Credit Enhancer Default has occurred and is continuing), which consent shall not be unreasonably withheld, and shall at the written direction of the Credit Enhancer, remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee acceptable to the Credit Enhancer by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator Administrator; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). The Administrator may appoint a successor Owner Trustee by delivering a written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, effective and no such resignation shall be deemed to have occurred, occurred until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating AgenciesAgent. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating AgenciesAgent. The successor Owner Trustee shall file an appropriate amendment to the Certificate of Trust.

Replacement of Owner Trustee. (a) The Owner Trustee may at any time give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator provided Administrator; provided, that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). Upon giving such notice, the Owner Trustee will provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the resignation of the Owner Trustee. The Administrator may appoint a successor Owner Trustee by delivering a written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition at the expense of the Servicer any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Depositor or the Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or; (iv) the Owner Trustee shall otherwise be legally incapable of acting; or (v) the Owner Trustee shall fail to comply with any of its obligations under this Agreement during the period that the Depositor is required to file Exchange Act Reports with respect to the Issuer, and such failure is not remedied within the lesser of ten calendar days and the period of time in which the related Exchange Act Report is required to be filed. (b) If the Owner Trustee gives notice of its intent to resign resigns or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator Administrator, and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents documents, computer files and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10Section, the Administrator shall mail notice of the successor of such Owner Trustee to all the Certificateholders, the Indenture Trustee, the Noteholders Trustee and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effectiveIndenture Trustee, the Note Insurer and the Depositor. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Owner Trustee with the consent of the Note Insurer, by written instrument, in duplicate, one copy of which instrument shall not resign, prior be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Depositor or the Note Insurer, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Depositor may remove the Owner Trustee shall otherwise be incapable with the consent of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Note Insurer. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to resign at any time and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Administrator Servicer, provided that no such resignation shall not become effective, and the effective until a successor Owner Trustee shall not resign, prior has been appointed. The Servicer may appoint a successor Owner Trustee by delivering a written instrument pursuant to the time set forth in Section 6.10(c6.10(b). If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator Servicer shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the AdministratorServicer; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign resigns or is removed or if a vacancy exists in the office of Owner Trustee for any reason, reason the Administrator Servicer shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator Servicer and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator Servicer and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator Servicer shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating AgenciesAgencies .

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effective, Indenture Trustee and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee by written instrument in duplicate, one copy of which shall not resign, prior be delivered to each of the time set forth in Section 6.10(c)resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and shall have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: If at any time (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by of the Administrator; Indenture Trustee, (ii) the Owner Trustee shall be legally unable to act, (iii) the Owner Trustee shall be adjudged bankrupt or insolvent; , (iiiiv) a receiver of the Owner Trustee or other public officer of its property shall be appointed or (v) any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) then, in each case, the Indenture Trustee may remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee by written instrumentinstrument in duplicate, in duplicate (one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed . If the Indenture Trustee is unable to appoint a successor Owner Trustee within 60 days after any such direction, the outgoing Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a such successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies9.03.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Administrator provided that no such resignation shall become effective, Enhancer and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee with the consent of the Enhancer, which consent shall not resignbe unreasonably withheld, prior by written instrument, in duplicate, one copy of which instrument shall be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee may, and, at the direction of the Enhancer, shall, remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee acceptable to the Enhancer by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by giving notice thereof to the Administrator provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) days after the giving of such notice, the Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, reason the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, effective and no such resignation shall be deemed to have occurred, occurred until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effective, Bond Insurer and the Depositor. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Owner Trustee with the consent of the Bond Insurer which consent shall not resignbe unreasonably withheld, prior by written instrument, in duplicate, one copy of which instrument shall be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Depositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Depositor may remove the Owner Trustee with the consent of the Bond Insurer and shall otherwise be incapable of acting. (b) If remove the Owner Trustee gives notice at the direction of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Bond Insurer. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance accep tance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator Master Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may at any time give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator Administrator; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). The Administrator may appoint a successor Owner Trustee by delivering written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign resigns or is removed or if a vacancy exists in the office of Owner Trustee for any reason, reason the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator Administrator, and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all CertificateholdersCertificateholder, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Administrator provided that no such resignation shall become effectiveEnhancer, the Indenture Trustee and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee with the consent of the Enhancer, which consent shall not resignbe unreasonably withheld, prior by written instrument, in duplicate, one copy of which instrument shall be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 above and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee may, and, at the direction of the Enhancer, shall, remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee acceptable to the Enhancer by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . If the Indenture Trustee is unable to appoint a successor Owner Trustee within 60 days after any such direction, the Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 below and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Administrator provided that no such resignation shall become effective, Indenture Trustee and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall not resign, prior be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee may remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . If the Indenture Trustee is unable to appoint a successor Owner Trustee within 60 days after any such direction, the Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effectiveEnhancer, the Indenture Trustee and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee with the consent of the Enhancer, which consent shall not resignbe unreasonably withheld, prior by written instrument in duplicate, one copy of which shall be delivered to each of the resigning Owner Trustee and the successor Owner Trustee (with a copy to the time set forth in Section 6.10(cEnhancer). If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and shall have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner TrusteeTrustee acceptable to the Enhancer. The Administrator shall remove the Owner Trustee if: If at any time (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by of the Administrator; Indenture Trustee, (ii) the Owner Trustee shall be legally unable to act, (iii) the Owner Trustee shall be adjudged bankrupt or insolvent; , (iiiiv) a receiver of the Owner Trustee or other public officer of its property shall be appointed or (v) any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) then, in each case, the Indenture Trustee may, and, at the direction of the Enhancer, shall, remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee acceptable to the Enhancer by written instrumentinstrument in duplicate, in duplicate (one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one the successor Owner Trustee (with a copy to the Enhancer). If the Indenture Trustee is unable to appoint a successor Owner Trustee) and shall pay all fees owed Trustee within 60 days after any such direction, the Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee acceptable to the outgoing Owner Trustee. (c) Enhancer. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a such successor Owner Trustee acceptable to the Enhancer pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies9.03.

Replacement of Owner Trustee. (a) The Owner Trustee may at any time give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator Administrator; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). Upon giving such notice, the Owner Trustee will provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the resignation of the Owner Trustee. The Administrator may appoint a successor Owner Trustee by delivering a written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition at the expense of the Servicer any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Depositor or the Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or; (iv) the Owner Trustee shall otherwise be legally incapable of acting; or (v) the Owner Trustee shall fail to comply with any of its obligations under this Agreement during the period that the Depositor is required to file Exchange Act Reports with respect to the Issuer, and such failure is not remedied within the lesser of ten (10) calendar days and the period of time in which the related Exchange Act Report is required to be filed. (b) If the Owner Trustee gives notice of its intent to resign resigns or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator Administrator, and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents documents, computer files and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders Trustee and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no Indenture Trustee. Upon receiving such resignation notice of resignation, the Indenture Trustee shall become effectivepromptly appoint a successor Owner Trustee by written instrument in duplicate, one copy of which shall be delivered to each of the resigning Owner Trustee and the successor Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c)Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and shall have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: If at any time (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by of the Administrator; Indenture Trustee, (ii) the Owner Trustee shall be legally unable to act, (iii) the Owner Trustee shall be adjudged bankrupt or insolvent; , (iiiiv) a receiver of the Owner Trustee or other public officer of its property shall be appointed or (v) any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) then, in each case, the Indenture Trustee may remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee by written instrumentinstrument in duplicate, in duplicate (one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a such successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies9.03.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effective, Credit Enhancer and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee with the consent of the Credit Enhancer which will not be unreasonably withheld, by written instrument, in duplicate, one copy of which instrument shall not resign, prior be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee may and shall at the direction of the Credit Enhancer remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee acceptable to the Credit Enhancer by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.[NY01:241702.4] 16069-00382 12/19/96 10:59pm 29

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effective, Depositor and the Note Insurer. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Owner Trustee, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee shall not resign, prior and to the time set forth in Section 6.10(c)successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice or the Note Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Depositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Depositor may remove the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no Depositor. As a condition to the effectiveness of any such resignation shall become effectiveresignation, and at least 15 calendar days prior to the effective date of such resignation, the Owner Trustee shall not resign, prior provide (x) written notice to the time set forth Depositor of any successor pursuant to this Section and (y) in Section 6.10(c)writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligations under Item 6.02 of Form 8-K with respect to the resignation of the Owner Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Owner Trustee, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Depositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) liquidation or the Owner Trustee shall otherwise fail to fulfill its obligations under Section 9.02 with respect to notice to the Depositor or Article XI of the Sale and Servicing Agreement, and such failure continues for the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be incapable of acting. filed timely (b) If without taking into account any extensions), then the Depositor may remove the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator Master Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator Administrator; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). The Administrator may appoint a successor Owner Trustee by delivering a written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) days after the giving of such notice, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, effective and no such resignation shall be deemed to have occurred, occurred until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator and Administrator, all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee paid and the appointment of a such successor Owner Trustee will be borne by is reasonably acceptable to the ServicerControl Party. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all CertificateholdersRegistered Owners, the Indenture Trustee, the Control Party, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effective, Depositor and the Indenture Trustee. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee shall not resign, prior and to the time set forth in Section 6.10(c)successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice or any Certificateholder may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee shall remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effective, Bond Insurer and the Company. Upon receiving such notice of resignation, the Company shall promptly appoint a successor Owner Trustee with the consent of the Bond Insurer which will not be unreasonably withheld, by written instrument, in duplicate, one copy of which instrument shall not resign, prior be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner TrusteeTrustee reasonably acceptable to the Certificateholders and the Bond Insurer. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Company or the Bond Insurer, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Company may remove the Owner Trustee with the consent of the Bond Insurer and shall otherwise be incapable of acting. (b) If remove the Owner Trustee gives notice at the direction of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Bond Insurer. Any resignation or removal of the Owner Trustee and appointment appoint- ment of a successor Owner Trustee pursuant to any of the provisions pro- visions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance accep- tance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator Agencies and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligationsBond Insurer. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effective, Depositor and the Indenture Trustee. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee shall not resign, prior and to the time set forth in Section 6.10(c)successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice or any Certificateholder may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Depositor shall remove the Owner Trustee. If the Depositor shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Administrator provided that no such resignation shall become effective, Credit Enhancer and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee with the prior written consent of the Credit Enhancer which will not be unreasonably withheld, by written instrument, in duplicate, one copy of which instrument shall not resign, prior be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee or the Credit Enhancer, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee may and shall at the direction of the Credit Enhancer remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee acceptable to the Credit Enhancer by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Administrator provided that no such resignation shall become effectiveEnhancer, the Indenture Trustee and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee with the consent of the Enhancer, which consent shall not resignbe unreasonably withheld, prior by written instrument, in duplicate, one copy of which instrument shall be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee may, and, at the direction of the Enhancer, shall, remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee acceptable to the Enhancer by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . If the Indenture Trustee is unable to appoint a successor Owner Trustee within 60 days after any such direction, the Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effective, Depositor and the Securities Administrator. Upon receiving such notice of resignation, the Securities Administrator shall promptly appoint a successor Owner Trustee, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee shall not resign, prior and to the time set forth in Section 6.10(c)successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice or any Certificateholder may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Securities Administrator; (ii) , or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Depositor shall remove the Owner Trustee. If the Depositor shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator Administrator; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). The Administrator may appoint a successor Owner Trustee by delivering a written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, effective and no such resignation shall be deemed to have occurred, occurred until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Agent and the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders Noteholders, the Rating Agencies and the Rating AgenciesAgent. The successor Owner Trustee shall file an appropriate amendment to the Certificate of Trust.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effective, Bond Insurer and the Depositor. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Owner Trustee with the consent of the Bond Insurer which consent shall not resignbe unreasonably withheld, prior by written instrument, in duplicate, one copy of which instrument shall be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Depositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Depositor may remove the Owner Trustee with the consent of the Bond Insurer and shall otherwise be incapable of acting. (b) If remove the Owner Trustee gives notice at the direction of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Bond Insurer. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator Master Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may at any time give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator Administrator; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). The Administrator may appoint a successor Owner Trustee by delivering written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition at the expense of the Servicer any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Depositor or the Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be legally incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign resigns or is removed or if a vacancy exists in the office of Owner Trustee for any reason, reason the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator Administrator, and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents documents, computer files and statements and monies held by it under this Agreement. The Administrator and the Amended and Restated Trust Agreement predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders Trustee and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator Administrator; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). The Administrator may appoint a successor Owner Trustee by delivering a written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, effective and no such resignation shall be deemed to have occurred, occurred until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this AgreementAgree ment, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator Administrator; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). The Administrator may appoint a successor Owner Trustee by delivering a written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, effective and no such resignation shall be deemed to have occurred, occurred until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating AgenciesPurchase Agent. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating AgenciesAgent. The successor Owner Trustee shall file an appropriate amendment to the Certificate of Trust.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator Administrator; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). The Administrator may appoint a successor Owner Trustee by delivering a written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, effective and no such resignation shall be deemed to have occurred, occurred until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all CertificateholdersCertificate holders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Administrator provided that no such resignation shall become effectiveEnhancer, the Indenture Trustee and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee with the consent of the Enhancer, which consent shall not resignbe unreasonably withheld, prior by written instrument, in duplicate, one copy of which instrument shall be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 above and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee may, and, at the direction of the Enhancer, shall, remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee acceptable to the Enhancer by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . If the Indenture Trustee is unable to appoint a successor Owner Trustee within 60 days after any such direction, the Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 below and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may at any time give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator Administrator; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). The Administrator may appoint a successor Owner Trustee by delivering written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition at the expense of the Servicer any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign resigns or is removed or if a vacancy exists in the office of Owner Trustee for any reason, reason the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator Administrator, and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents documents, computer files and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all CertificateholdersResidual Interestholders, the Indenture Trustee, the Noteholders Trustee and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may at any time give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator Administrator; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). The Administrator may appoint a successor Owner Trustee by delivering written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition at the expense of the Servicer any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Depositor or the Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be legally incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign resigns or is removed or if a vacancy exists in the office of Owner Trustee for any reason, reason the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator Administrator, and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Amended and Restated Trust Agreement Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents documents, computer files and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders Trustee and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator Administrator; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). The Administrator may appoint a successor Owner Trustee by delivering a written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) days after the giving of such notice, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, effective and no such resignation shall be deemed to have occurred, occurred until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator and Administrator, all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee paid and the appointment of a such successor Owner Trustee will be borne by is reasonably acceptable to the ServicerAdministrative Agent. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. Any successor Owner Trustee shall cause an amendment to the Certificate of Trust to be filed with respect to such succession. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all CertificateholdersRegistered Owners, the Indenture Trustee, the Administrative Agent, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effective, Depositor and the Indenture Trustee. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee shall not resign, prior and to the time set forth in Section 6.10(c)successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee shall remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effective, Depositor and the Indenture Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Owner Trustee, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee shall not resign, prior and to the time set forth in Section 6.10(c)successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Depositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Depositor may remove the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator Depositor shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effective, Depositor and the Majority Certificateholder. Upon receiving such notice of resignation, the Majority Certificateholder shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall not resign, prior be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall Majority Certificateholder may at any time remove the Owner Trustee if: (i) and appoint a successor Owner Trustee meeting the requirements of Section 9.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and to the successor Owner Trustee and the Indenture Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Majority Certificateholder, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Majority Certificateholder may remove the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effectiveEnhancer, the Indenture Trustee and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee with the consent of the Enhancer, which consent shall not resignbe unreasonably withheld, prior by written instrument in duplicate, one copy of which shall be delivered to each of the resigning Owner Trustee and the successor Owner Trustee (with a copy to the time set forth in Section 6.10(cEnhancer). If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and shall have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner TrusteeTrustee acceptable to the Enhancer. The Administrator shall remove the Owner Trustee if: If at any time (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by of the Administrator; Indenture Trustee, (ii) the Owner Trustee shall be legally unable to act, (iii) the Owner Trustee shall be adjudged bankrupt or insolvent; , (iiiiv) a receiver of the Owner Trustee or other public officer of its property shall be appointed or (v) any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) then, in each case, the Indenture Trustee may, with the consent of the Enhancer, and, at the direction of the Enhancer, shall, remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee acceptable to the Enhancer by written instrumentinstrument in duplicate, in duplicate (one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one the successor Owner Trustee (with a copy to the Enhancer). If the Indenture Trustee is unable to appoint a successor Owner Trustee) and shall pay all fees owed Trustee within 60 days after any such direction, the Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee acceptable to the outgoing Owner Trustee. (c) Enhancer. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a such successor Owner Trustee acceptable to the Enhancer pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies9.03.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effective, Insurer and the Depositor. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Owner Trustee with consent of the Insurer which consent shall not resignbe unreasonably withheld, prior by written instrument, in duplicate, one copy of which instrument shall be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Depositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Depositor may remove the Owner Trustee with consent of the Insurer and shall otherwise be incapable of acting. (b) If remove the Owner Trustee gives notice at the direction of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Insurer. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator Depositor shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by giving notice thereof to the Administrator Depositor, the Administrator[, the [Swap][Cap] Counterparty] and the Certificateholders; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) days after the giving of such notice, the Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Depositor or the Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees fees, expenses and indemnities owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and Trustee, the Depositor, the Administrator and the Certificateholders and all fees fees, expenses and expenses indemnities due to the outgoing Owner Trustee are paid. Costs associated with the resignation or removal of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the ServicerTrust. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees fees, expenses and expenses indemnity deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders [, the [Swap][Cap] Counterparty] and the Rating Agencies. Any successor Owner Trustee appointed hereunder shall file an amendment to the Certificate of Trust.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to resign at any time and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Administrator provided that no such resignation shall become effective, Credit Enhancer and the Administrator. The Administrator shall appoint a successor Owner Trustee shall not resignwith the consent of the Credit Enhancer by delivering a written instrument, prior in duplicate, to the time set forth in Section 6.10(c)resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be legally incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign resigns or is removed or if a vacancy exists in the office of Owner Trustee for any reason, reason the Administrator shall promptly appoint a successor Owner Trustee Trustee, with the consent of the Credit Enhancer, by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees and other amounts owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.if

Replacement of Owner Trustee. (a) The Owner Trustee may at any time give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator Administrator; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). The Administrator may appoint a successor Owner Trustee by delivering written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign resigns or is removed or if a vacancy exists in the office of Owner Trustee for any reason, reason the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator Administrator, and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents documents, computer files and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator Administrator; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). The Administrator may appoint a successor Owner Trustee by delivering a written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, effective and no such resignation shall be deemed to have occurred, occurred until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this AgreementAgree ment, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effectiveIndenture Trustee, the Note Insurer and the Depositor. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Owner Trustee with the consent of the Note Insurer, by written instrument, in duplicate, one copy of which instrument shall not resign, prior be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Depositor or the Note Insurer, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Depositor may remove the Owner Trustee shall otherwise be incapable with the consent of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Note Insurer. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance accep tance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effective, Depositor and the Trust Administrator. Upon receiving such notice of resignation, the Trust Administrator shall promptly appoint a successor Owner Trustee, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee shall not resign, prior and to the time set forth in Section 6.10(c)successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice or any Certificateholder may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Trust Administrator; (ii) , or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Depositor shall remove the Owner Trustee. If the Depositor shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may at any time give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator Administrator; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). The Administrator may appoint a successor Owner Trustee by delivering a written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition at the expense of the Servicer any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Depositor or the Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be legally incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign resigns or is removed or if a vacancy exists in the office of Owner Trustee for any reason, reason the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator Administrator, and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents documents, computer files and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders Trustee and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee ------------------------------ may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effective, Depositor and the Indenture Trustee. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee shall not resign, prior and to the time set forth in Section 6.10(c)successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice or any Certificateholder may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee shall remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may at any time give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator Administrator; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). The Administrator may appoint a successor Owner Trustee by delivering written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: 01. wpd - 20 - (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign resigns or is removed or if a vacancy exists in the office of Owner Trustee for any reason, reason the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator Administrator, and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Administrator provided that no such resignation shall become effective, Credit Enhancer and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee with the prior written consent of the Credit Enhancer which will not be unreasonably withheld, by written instrument, in duplicate, one copy of which instrument shall not resign, prior be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice or the Credit Enhancer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee or the Credit Enhancer, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee may and shall at the direction of the Credit Enhancer remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee acceptable to the Credit Enhancer by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed removed, one copy to the Credit Enhancer and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may at any time give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator Administrator; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). The Administrator may appoint a successor Owner Trustee by delivering written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign resigns or is removed or if a vacancy exists in the office of Owner Trustee for any reason, reason the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator Administrator, and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Administrator provided that no such resignation shall become effective, Credit Enhancer and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee with the consent of the Credit Enhancer which will not be unreasonably withheld, by written instrument, in duplicate, one copy of which instrument shall not resign, prior be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee may and shall at the direction of the Credit Enhancer remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee acceptable to the Credit Enhancer by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.[TPW: NY01:631506.5] 16069-00438 02/02/98 11:03AM 29

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by giving notice thereof to the Administrator provided PROVIDED that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(cSECTION 6.10(C). If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(bSECTION 6.10(B) and have accepted such appointment within thirty (30) 30 days after the giving of such notice, the Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section SECTION 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, reason the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section SECTION 6.10 shall not become effective, effective and no such resignation shall be deemed to have occurred, occurred until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section SECTION 6.10 shall be eligible to act in such capacity in accordance with Section SECTION 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section SECTION 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Administrator provided that no such resignation shall become effective, Certificateholders and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall not resign, prior be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee may remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effective, Bond Insurer and the Depositor. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Owner Trustee with the consent of the Bond Insurer which will not be unreasonably withheld, by written instrument, in duplicate, one copy of which instrument shall not resign, prior be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Depositor or the Bond Insurer, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Depositor may remove the Owner Trustee with the consent of the Bond Insurer and shall otherwise be incapable of acting. (b) If remove the Owner Trustee gives notice at the direction of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Bond Insurer. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator Master Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Administrator provided that no such resignation shall become effectiveEnhancer, the Indenture Trustee and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee with the consent of the Enhancer, which consent shall not resignbe unreasonably withheld, prior by written instrument, in duplicate, one copy of which instrument shall be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; Indenture Trustee (and the Indenture Trustee shall make such request upon (i) the written direction of the Enhancer, so long as the Enhancer is not in default under the Policy, or (ii) the written direction of holders of Notes representing not less than a majority of the Note Balance of the Notes if the Enhancer is not in default under the Policy), or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee may, and, at the direction of the Enhancer, shall, remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee acceptable to the Enhancer by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . If the Indenture Trustee is unable to appoint a successor Owner Trustee within 60 days after any such direction, the Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Administrator provided that no such resignation shall become effectiveEnhancer, the Indenture Trustee and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee with the consent of the Enhancer, which consent shall not resignbe unreasonably withheld, prior by written instrument, in duplicate, one copy of which instrument shall be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; Indenture Trustee (and the Indenture Trustee shall make such request upon (i) the written direction of the Enhancer, so long as the Enhancer is not in default under the Policy, or (ii) the written direction of holders of Notes representing not less than a majority of the Note Balance of the Notes if the Enhancer is in default under the Policy), or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee may, and, at the direction of the Enhancer, shall, remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee reasonably acceptable to the Enhancer by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . If the Indenture Trustee is unable to appoint a successor Owner Trustee within 60 days after any such direction, the Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no Certificateholders and the Depositor. In the event of such resignation shall become effective(or removal as provided below), and the Owner Trustee shall not resign, prior must reimburse to the time set forth Majority Certificateholder the Owner Trustee Fee, less the sum of $7,000 plus $167 multiplied by the number of months that have elapsed since the Closing Date. Upon receiving such notice of resignation, the Majority Certificateholder shall promptly appoint a successor Owner Trustee, by written instrument, in Section 6.10(c)duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice or the Majority Certificateholder may petition any court of competent jurisdiction for the appointment of a successor Owner TrusteeTrustee reasonably acceptable to all Certificateholders. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Majority Certificateholder, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Majority Certificateholder may remove the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator Majority Certificateholder shall provide notice of such resignation or removal of the Owner Trustee to the Depositor and to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Administrator provided that no such resignation shall become effective, Credit Enhancer and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee with the prior written consent of the Credit Enhancer which will not be unreasonably withheld, by written instrument, in duplicate, one copy of which instrument shall not resign, prior be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice or the Credit Enhancer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee or the Credit Enhancer, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee may and shall at the direction of the Credit Enhancer remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee acceptable to the Credit Enhancer by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed removed, one copy to the Credit Enhancer and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due Trustee. As a condition to the outgoing effectiveness of a resignation by the Owner Trustee, at least 15 calendar days before the effective date of that resignation, the Owner Trustee are paid. Costs associated must provide (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with the Depositor’s reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effective, Credit Enhancer and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee with the consent of the Credit Enhancer which will not be unreasonably withheld, by written instrument, in duplicate, one copy of which instrument shall not resign, prior be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee may and shall at the direction of the Credit Enhancer remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee acceptable to the Credit Enhancer by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.[NY01:227417.4] 16069-00369 10/30/96 3:33pm 29

Replacement of Owner Trustee. (a) The Owner Trustee may at any time give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator Administrator; provided that no such resignation shall become -------- effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). The Administrator may appoint a successor Owner Trustee by --------------- delivering written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written ------------ request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign resigns or is removed or if a vacancy exists in the office of Owner Trustee for any reason, reason the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 ------------ shall not become effective, and no such resignation shall be deemed to have occurred, until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator Administrator, and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act ------------ in such capacity in accordance with Section 6.13 and, following compliance with ------------ the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents documents, computer files and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the ------------ successor of such Owner Trustee to all CertificateholdersResidual Interestholder, the Indenture Trustee, the Noteholders Noteholders, the Agent and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Administrator provided that no such resignation shall become effective, Credit Enhancer and the Depositor. Upon receiving such notice of resignation, the IndentureTrustee shall promptly appoint a successor Owner Trustee with the consent of the Credit Enhancer which will not be unreasonably withheld, by written instrument, in duplicate, one copy of which instrument shall not resign, prior be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and one copy to the successor OwnerTrustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee may and shall at the direction of the Credit Enhancer remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee acceptable to the Credit Enhancer by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of acceptanceof appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees andexpenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Administrator provided that no such resignation shall become effectiveEnhancer, the Indenture Trustee and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee with the consent of the Enhancer, which consent shall not resignbe unreasonably withheld, prior by written instrument, in duplicate, one copy of which instrument shall be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; Indenture Trustee (and the Indenture Trustee shall make such request upon (i) the written direction of the Enhancer, so long as the Enhancer is not in default under the Policy, or (ii) the written direction of holders of Notes representing not less than a majority of the Note Balance of the Notes if the Enhancer is not in default under the Policy), or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee may, and, at the direction of the Enhancer, shall, remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee acceptable to the Enhancer by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . If the Indenture Trustee is unable to appoint a successor Owner Trustee within 60 days after any such direction, the Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator Administrator; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). The Administrator may appoint a successor Owner Trustee by delivering a written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, effective and no such resignation shall be deemed to have occurred, occurred until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. The successor Owner Trustee shall file an appropriate amendment to the Certificate of Trust.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effective, Credit Enhancer and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee with the consent of the Credit Enhancer which will not be unreasonably withheld, by written instrument, in duplicate, one copy of which instrument shall not resign, prior be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Indenture Trustee may and shall at the direction of the Credit Enhancer remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee acceptable to the Credit Enhancer by written instrument, in duplicate (duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) , and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.[NY01B:313787.4] 16069-00394 03/27/97 3:03pm 31

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Administrator provided that no such resignation shall become effective, Indenture Trustee and the Depositor. Upon receiving such notice of resignation, the Indenture Trustee shall promptly appoint a successor Owner Trustee by written instrument in duplicate, one copy of which shall not resign, prior be delivered to each of the time set forth in Section 6.10(c)resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and shall have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: If at any time (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by of the Administrator; Indenture Trustee, (ii) the Owner Trustee shall be legally unable to act, (iii) the Owner Trustee shall be adjudged bankrupt or insolvent; , (iiiiv) a receiver of the Owner Trustee or other public officer of its property shall be appointed or (v) any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) then, in each case, the Indenture Trustee may remove the Owner Trustee. If the Indenture Trustee shall remove the Owner Trustee shall otherwise be incapable under the authority of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reasonimmediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee by written instrumentinstrument in duplicate, in duplicate (one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed . If the Indenture Trustee is unable to appoint a successor Owner Trustee within 60 days after any such direction, the outgoing Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a such successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies9.03.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no Depositor. Upon receiving such resignation notice of resignation, the Depositor shall become effectivepromptly appoint a successor Owner Trustee, and by written instrument, in duplicate, one copy ofwhich instrument shall be delivered to the resigning Owner Trustee shall not resign, prior and to the time set forth in Section 6.10(c)successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction competentjurisdiction for the appointment appoint-ment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Depositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Depositor may remove the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the ofthe provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator Master Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving 30 days prior written notice thereof to the Administrator provided that no such resignation shall become effective, Bond Insurer and the Company. Upon receiving such notice of resignation, the Company shall promptly appoint a successor Owner Trustee with the consent of the Bond Insurer which will not be unreasonably withheld, by written instrument, in duplicate, one copy of which instrument shall not resign, prior be delivered to the time set forth in Section 6.10(c)resigning Owner Trustee and to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such noticenotice of resignation, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner TrusteeTrustee reasonably acceptable to the Certificateholders and the Bond Insurer. The Administrator shall remove the Owner Trustee if: (i) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 9.01 and shall fail to resign after written request therefor by the Administrator; (ii) Company or the Bond Insurer, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent; (iii) , or a receiver of the Owner Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) , then the Company may remove the Owner Trustee with the consent of the Bond Insurer and shall otherwise be incapable of acting. (b) If remove the Owner Trustee gives notice at the direction of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Bond Insurer. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, effective until a written acceptance of appointment is delivered by the successor Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator Agencies and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligationsBond Insurer. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator provided Administrator; provided, that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). The Administrator may appoint a successor Owner Trustee by delivering a written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such its appointment within thirty (30) 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Owner Trustee shall otherwise be incapable of acting. (b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, effective and no such resignation shall be deemed to have occurred, occurred until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. The successor Owner Trustee shall file an appropriate amendment to the Certificate of Trust.

Replacement of Owner Trustee. (a) The Owner Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator Administrator; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). The Administrator may appoint a successor Owner Trustee by delivering a written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if: (ia) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (iib) the Owner Trustee shall be adjudged bankrupt or insolvent; (iiic) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (ivd) the Owner Trustee shall otherwise be incapable of acting. (b) . If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee. (c) . Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, effective and no such resignation shall be deemed to have occurred, occurred until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator and Administrator, all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with paid and, if the resignation of Insurer is the Owner Trustee and the appointment of a Controlling Party, such successor Owner Trustee will be borne by is reasonably acceptable to the ServicerControlling Party. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. (d) . The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. (e) . Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Insurer, the Noteholders and the Rating Agencies.