Common use of Resignation and Removal of the Securities Administrator Clause in Contracts

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof to the Depositor, the Master Servicer, the Trustee and to all Certificateholders. Upon receiving such notice of resignation, the Trustee shall promptly appoint a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trustee. If no successor securities administrator shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administrator. The Trustee may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each Servicer. The Holders of Certificates entitled to at least 51 % of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, the Securities Administrator so removed and the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders and each Servicer and Seller by the Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor securities administrator as provided in Section 11.06 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof to the Depositor, the Master Servicer, the Trustee and to all Certificateholders. Upon receiving such notice of resignation, the Trustee shall promptly appoint a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trustee. If no successor securities administrator shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administrator. In such case, the Trustee shall act as successor Securities Administrator pursuant to the terms hereof until the appointment of a permanent successor Securities Administrator (and the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnification that the Securities Administrator would have been entitled to if it had continued to act hereunder). The Trustee may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each Servicer. The Holders of Certificates entitled to at least 51 % of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, the Securities Administrator so removed and the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders and each Servicer and Seller by the Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor securities administrator as provided in Section 11.06 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof of resignation to the Depositor, the Master Servicer, Depositor and the Trustee and to all Certificateholders. Upon receiving each Rating Agency not less than sixty (60) days before the date specified in such notice of resignationwhen, the Trustee shall promptly appoint subject to Section 10.08, such resignation is to take effect, and acceptance by a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to in accordance with Section 10.08 meeting the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trusteequalifications set forth in Section 10.06. If no successor securities administrator Securities Administrator meeting such qualifications shall have been so appointed by the Depositor and have accepted appointment within 60 thirty (30) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may At least fifteen (15) calendar days prior to the effective date of such resignation, the Securities Administrator shall provide written notice to the Depositor or any successor pursuant to this Section 10.07. If at any time (i) the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 hereof and shall fail to resign after written request thereto by the Depositor, (ii) the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and (B) the imposition of such tax would be avoided by the appointment of a different Securities Administrator, or (iv) the Securities Administrator fails to comply with its obligations under Article XIII and such failure is not remedied within the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor may remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each ServicerSecurities Administrator. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-attorneys in fact duly authorized, one complete set of which instruments shall be delivered by the successor Securities Administrator to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy Notice of such instrument any removal of the Securities Administrator shall be delivered given to the Certificateholders and each Servicer and Seller Rating Agency by the successor Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 10.07 shall not become effective until upon acceptance of appointment by the successor securities administrator Securities Administrator of appointment as provided in Section 11.06 10.08 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement and any Supplemental Trust Agreement by giving written notice thereof to the Depositor, the Master Servicer, the Trustee and to all Certificateholders. Upon receiving such notice of resignation, the Trustee shall promptly appoint a successor securities administrator (which may be the Trustee) by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trustee. If no successor securities administrator shall have been so appointed and have accepted appointment within 60 sixty (60) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administrator. The Trustee may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each Servicer. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, the Securities Administrator so removed and the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders and each Servicer and Seller by the Securities Administrator. In the event that the Securities Administrator fails to comply with the provisions of Section 3.02, the Depositor may at any such time remove the Securities Administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the Trustee. In any such event the Trustee shall appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed, to the Depositor and to the successor securities administrator. If the Trustee and Depositor execute such an instruments, then the Trustee shall deliver copies of such instruments to the Certificateholders and each Servicer. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor securities administrator as provided in Section 11.06 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof of resignation to the Depositor, the Master ServicerTrustee, the Trustee NIM Insurer and to all Certificateholders. Upon receiving each Rating Agency not less than sixty (60) days before the date specified in such notice of resignationwhen, the Trustee shall promptly appoint subject to Section 10.08, such resignation is to take effect, and acceptance by a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to in accordance with Section 10.08 meeting the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trusteequalifications set forth in Section 10.06. If no successor securities administrator Securities Administrator meeting such qualifications shall have been so appointed by the Depositor and have accepted appointment within 60 thirty (30) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may At least fifteen (15) calendar days prior to the effective date of such resignation, the Securities Administrator shall provide written notice to the Depositor or any successor pursuant to this Section 10.07. If at any time (i) the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 hereof and shall fail to resign after written request thereto by the Depositor, (ii) the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and (B) the imposition of such tax would be avoided by the appointment of a different Securities Administrator, or (iv) the Securities Administrator fails to comply with its obligations under Article XIII and such failure is not a result of the Securities Administrator’s inability or failure to receive, on a timely basis, any information any other party hereto and under the applicable Servicing Agreement needed to prepare for execution or file such form not resulting from its own negligence, bad faith or willful misconduct, and not remedied within the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor may, or shall at the request of the NIM Insurer, remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each ServicerSecurities Administrator. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-attorneys in fact duly authorized, authorized one complete set of which instruments shall be delivered by the successor Securities Administrator to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy Notice of such instrument any removal of the Securities Administrator shall be delivered given to the Certificateholders and each Servicer and Seller Rating Agency by the successor Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 10.07 shall not become effective until upon acceptance of appointment by the successor securities administrator Securities Administrator of appointment as provided in Section 11.06 10.08 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof of resignation to the Depositor, the Master ServicerTrustee, the Trustee NIM Insurer and to all Certificateholders. Upon receiving each Rating Agency not less than sixty (60) days before the date specified in such notice of resignationwhen, the Trustee shall promptly appoint subject to Section 10.08, such resignation is to take effect, and acceptance by a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to in accordance with Section 10.08 meeting the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trusteequalifications set forth in Section 10.06. If no successor securities administrator Securities Administrator meeting such qualifications shall have been so appointed by the Depositor and have accepted appointment within 60 thirty (30) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may At least fifteen (15) calendar days prior to the effective date of such resignation, the Securities Administrator shall provide written notice to the Depositor or any successor pursuant to this Section 10.07. If at any time (i) the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 hereof and shall fail to resign after written request thereto by the Depositor, (ii) the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and (B) the imposition of such tax would be avoided by the appointment of a different Securities Administrator, or (iv) the Securities Administrator fails to comply with its obligations under Article XIII and such failure is not a result of the Securities Administrator’s inability or failure to receive, on a timely basis, any information any other party hereto and under the applicable Servicing Agreement needed to prepare for execution or file such form not resulting from its own negligence, bad faith or willful misconduct, and not remedied within the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor may, or shall at the request of the NIM Insurer, remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each ServicerSecurities Administrator. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-attorneys in fact duly authorized, one complete set of which instruments shall be delivered by the successor Securities Administrator to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy Notice of such instrument any removal of the Securities Administrator shall be delivered given to the Certificateholders and each Servicer and Seller Rating Agency by the successor Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 10.07 shall not become effective until upon acceptance of appointment by the successor securities administrator Securities Administrator of appointment as provided in Section 11.06 10.08 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement and any Supplemental Trust Agreement by giving written notice thereof to the Depositor, the Master Servicer, the Trustee and to all Certificateholders. Upon receiving such notice of resignation, the Trustee shall promptly appoint a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trustee. If no successor securities administrator shall have been so appointed and have accepted appointment within 60 sixty (60) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administrator. The Trustee may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each Servicer. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, the Securities Administrator so removed and the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders and each Servicer and Seller by the Securities Administrator. In the event that the Securities Administrator fails to comply with the provisions of Section 3.02, the Depositor may at any such time remove the Securities Administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the Trustee. In any such event the Trustee shall appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed, to the Depositor and to the successor securities administrator. If the Trustee and Depositor execute such an instruments, then the Trustee shall deliver copies of such instruments to the Certificateholders and each Servicer. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor securities administrator as provided in Section 11.06 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator (including the Securities Administrator as paying agent and as Certificate Registrar) may at any time resign and be discharged from the trusts trust hereby created pursuant to the Trust Agreement by giving written notice thereof to the Depositor, the Master Seller, the Servicing Administrator, the Backup Servicer, the Trustee Servicer and to all Certificateholderseach Rating Agency. Upon receiving such notice of resignationresignation of the Securities Administrator, the Trustee Depositor shall promptly appoint a successor securities administrator Securities Administrator that meets the requirements in Section 9.19, by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to each of the resigning Securities Administrator and one copy to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the TrusteeSecurities Administrator. If no successor securities administrator Securities Administrator shall have been so appointed and have having accepted appointment within 60 30 days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 9.19 hereof or if at any time the Securities Administrator shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Securities Administrator. If the Depositor removes the Securities Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Securities Administrator that meets the requirements of Section 9.19, by written instrument, in duplicate, one copy of which instrument shall be delivered to the successor Securities Administrator and one copy to each of the Servicing Administrator, the Backup Servicer and the Servicer. The Trustee Certificate Insurer or the Holders of Certificates entitled to at least 51% of the Voting Rights (with the consent of the Certificate Insurer) may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each Servicer. The Holders of Certificates entitled to at least 51 % of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders Certificateholders, the Securities Administrator and each the Servicing Administrator, the Backup Servicer and Seller the Servicer by the Securities AdministratorDepositor. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 9.20 shall not become effective until acceptance of appointment by the successor securities administrator Securities Administrator, as provided in Section 11.06 9.21 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof to the Depositor, the Master Servicer, the Trustee and to all Certificateholders. Upon receiving such notice of resignation, the Trustee shall promptly appoint a successor securities administrator Securities Administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trustee. If no successor securities administrator shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administrator. In such case, the Trustee shall act as successor Securities Administrator pursuant to the terms hereof until the appointment of a permanent successor Securities Administrator. The Trustee may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each Servicer. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, the Securities Administrator so removed and the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders and each Servicer and Seller by the Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor securities administrator as provided in Section 11.06 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof of resignation to the Depositor, the Master Servicer, Depositor and the Trustee and to all Certificateholders. Upon receiving each Rating Agency not less than sixty (60) days before the date specified in such notice of resignationwhen, the Trustee shall promptly appoint subject to Section 10.08, such resignation is to take effect, and acceptance by a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to in accordance with Section 10.08 meeting the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trusteequalifications set forth in Section 10.06. If no successor securities administrator Securities Administrator meeting such qualifications shall have been so appointed by the Depositor and have accepted appointment within 60 thirty (30) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may At least fifteen (15) calendar days prior to the effective date of such resignation, the Securities Administrator shall provide written notice to the Depositor of any successor pursuant to this Section 10.07. If at any time (i) the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 hereof and shall fail to resign after written request thereto by the Depositor, (ii) the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and (B) the imposition of such tax would be avoided by the appointment of a different Securities Administrator, or (iv) the Securities Administrator fails to comply with its obligations under Article XIII and such failure is not remedied within the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor may remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each ServicerSecurities Administrator. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-attorneys in fact duly authorized, one complete set of which instruments shall be delivered by the successor Securities Administrator to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy Notice of such instrument any removal of the Securities Administrator shall be delivered given to the Certificateholders and each Servicer and Seller Rating Agency by the successor Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 10.07 shall not become effective until upon acceptance of appointment by the successor securities administrator Securities Administrator of appointment as provided in Section 11.06 10.08 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator (including the Securities Administrator as paying agent and as Certificate Registrar) may at any time resign and be discharged from the trusts trust hereby created pursuant to the Trust Agreement by giving written notice thereof to the Depositor, the Seller, the Master Servicer, the Trustee Backup Servicer, each Servicer and to all Certificateholdersthe Rating Agency. Upon receiving such notice of resignationresignation of the Securities Administrator, the Trustee Depositor shall promptly appoint a successor securities administrator Securities Administrator that meets the requirements in Section 9.19, by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to each of the resigning Securities Administrator and one copy to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the TrusteeSecurities Administrator. If no successor securities administrator Securities Administrator shall have been so appointed and have having accepted appointment within 60 30 days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 9.19 hereof or if at any time the Securities Administrator shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Securities Administrator. If the Depositor removes the Securities Administrator and under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor securities administrator Securities Administrator that meets the requirements of Section 9.19, by written instrument, in duplicate, one copy of which instrument shall be delivered to the successor Securities Administrator so removed and one copy to each of the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the CertificateholdersMaster Servicer, the Depositor Backup Servicer and each Servicer. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders Certificateholders, the Securities Administrator and the Master Servicer, the Backup Servicer and each Servicer and Seller by the Securities AdministratorDepositor. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 9.20 shall not become effective until acceptance of appointment by the successor securities administrator Securities Administrator, as provided in Section 11.06 9.21 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator (including the Securities Administrator as paying agent and as Certificate Registrar) may at any time resign and be discharged from the trusts trust hereby created pursuant to the Trust Agreement by giving written notice thereof to the Depositor, the Master Seller, the Servicing Administrator, the Backup Servicer, the Trustee Servicer and to all Certificateholderseach Rating Agency. Upon receiving such notice of resignationresignation of the Securities Administrator, the Trustee Depositor shall promptly appoint a successor securities administrator Securities Administrator that meets the requirements in Section 9.19, by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to each of the resigning Securities Administrator and one copy to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the TrusteeSecurities Administrator. If no successor securities administrator Securities Administrator shall have been so appointed and have having accepted appointment within 60 30 days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 9.19 hereof or if at any time the Securities Administrator shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Securities Administrator. If the Depositor removes the Securities Administrator and under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor securities administrator Securities Administrator that meets the requirements of Section 9.19, by written instrument, in duplicate, one copy of which instrument shall be delivered to the successor Securities Administrator so removed and one copy to each of the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the CertificateholdersServicing Administrator, the Depositor Backup Servicer and each the Servicer. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders Certificateholders, the Securities Administrator and each the Servicing Administrator, the Backup Servicer and Seller the Servicer by the Securities AdministratorDepositor. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 9.20 shall not become effective until acceptance of appointment by the successor securities administrator Securities Administrator, as provided in Section 11.06 9.21 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement and any Supplemental Trust Agreement by giving written notice thereof to the Depositor, the Master Servicer, the Trustee and to all Certificateholders. Upon receiving (which may be the Trustee) such notice of resignation, the Trustee shall promptly appoint a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trustee. If no successor securities administrator shall have been so appointed and have accepted appointment within 60 sixty (60) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administrator. The Trustee may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each Servicer. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, the Securities Administrator so removed and the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders and each Servicer and Seller by the Securities Administrator. In the event that the Securities Administrator fails to comply with the provisions of Section 3.02, the Depositor may at any such time remove the Securities Administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the Trustee. In any such event the Trustee shall appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed, to the Depositor and to the successor securities administrator. If the Trustee and Depositor execute such an instruments, then the Trustee shall deliver copies of such instruments to the Certificateholders and each Servicer. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor securities administrator as provided in Section 11.06 hereof.

Resignation and Removal of the Securities Administrator. (a) The Securities Administrator (including the Securities Administrator as Paying Agent and as Certificate Registrar) may at any time resign and be discharged from the trusts trust hereby created pursuant to the Trust Agreement by giving written notice thereof to the Depositor, the Trustee, the Master Servicer, the Trustee Servicer and to all Certificateholderseach Rating Agency. Upon receiving such notice of resignationresignation of the Securities Administrator, the Trustee Depositor shall promptly appoint a successor securities administrator Securities Administrator that meets the requirements in Section 8.11, by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to each of the resigning Securities Administrator and one copy to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the TrusteeSecurities Administrator. If no successor securities administrator Securities Administrator shall have been so appointed and have having accepted appointment within 60 days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. (b) If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 8.11 or if at any time the Securities Administrator shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Securities Administrator (including the Securities Administrator as Paying Agent and as Certificate Registrar). If the Depositor removes the Securities Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Securities Administrator that meets the requirements of Section 8.11, by written instrument, in duplicate, one copy of which instrument shall be delivered to the successor Securities Administrator and one copy to each of the Master Servicer and the Servicer. (c) The Trustee Certificateholders entitled to at least 51% of the Voting Interests may at any time remove the Securities Administrator (including the Securities Administrator as Paying Agent and as Certificate Registrar) and appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each Servicer. The Holders of Certificates entitled to at least 51 % of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument or instruments, in triplicate, instruments signed by such Holders Certificateholders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders and each Servicer and Seller by the Securities Administrator. Any resignation or removal of Certificateholders, the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment Master Servicer and the Servicer by the successor securities administrator as provided in Section 11.06 hereofDepositor.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof of resignation to the Depositor, the Master Servicer, Depositor and the Trustee and to all Certificateholders. Upon receiving each Rating Agency not less than sixty (60) days before the date specified in such notice of resignationwhen, the Trustee shall promptly appoint subject to Section 10.08, such resignation is to take effect, and acceptance by a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to in accordance with Section 10.08 meeting the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trusteequalifications set forth in Section 10.06. If no successor securities administrator Securities Administrator meeting such qualifications shall have been so appointed by the Depositor and have accepted appointment within 60 thirty (30) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may At least fifteen (15) calendar days prior to the effective date of such resignation, the Securities Administrator shall provide written notice to the Depositor or any successor pursuant to this Section 10.07. If at any time (i) the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 hereof and shall fail to resign after written request thereto by the Depositor, (ii) the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and (B) the imposition of such tax would be avoided by the appointment of a different Securities Administrator, or (iv) the Securities Administrator fails to comply with its obligations under Article XIII and such failure is not remedied within the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor may remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each ServicerSecurities Administrator. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-attorneys in 105 fact duly authorized, one complete set of which instruments shall be delivered by the successor Securities Administrator to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy Notice of such instrument any removal of the Securities Administrator shall be delivered given to the Certificateholders and each Servicer and Seller Rating Agency by the successor Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 10.07 shall not become effective until upon acceptance of appointment by the successor securities administrator Securities Administrator of appointment as provided in Section 11.06 10.08 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof of resignation to the Depositor, the Master Servicer, Depositor and the Trustee and to all Certificateholders. Upon receiving each Rating Agency not less than sixty (60) days before the date specified in such notice of resignationwhen, the Trustee shall promptly appoint subject to Section 9.08, such resignation is to take effect, and acceptance by a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to in accordance with Section 9.08 meeting the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trusteequalifications set forth in Section 9.06. If no successor securities administrator Securities Administrator meeting such qualifications shall have been so appointed by the Depositor and have accepted appointment within 60 thirty (30) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may At least fifteen (15) calendar days prior to the effective date of such resignation, the Securities Administrator shall provide written notice to the Depositor or any successor pursuant to this Section 9.07. If at any time (i) the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 9.06 hereof and shall fail to resign after written request thereto by the Depositor, (ii) the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and (B) the imposition of such tax would be avoided by the appointment of a different Securities Administrator, or (iv) the Securities Administrator fails to comply with its obligations under Article XII and such failure is not remedied within the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions), then, in the case of clauses (i) through (v), the Depositor may remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed removed, one copy of which shall be delivered to the Servicer and one copy to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each ServicerSecurities Administrator. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-attorneys in fact duly authorized, one complete set of which instruments shall be delivered by the successor Securities Administrator to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy Notice of such instrument any removal of the Securities Administrator shall be delivered given to the Certificateholders and each Servicer and Seller Rating Agency by the successor Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 9.07 shall not become effective until upon acceptance of appointment by the successor securities administrator Securities Administrator of appointment as provided in Section 11.06 9.08 hereof. If at any time, Wells Fargo, as Servicer, resigns or is removed pursuant to the Servxxxxx Agreement, then at such time Wells Fargo shall also resign (and shall be permitted to resign) as Xxxxxities Administrator under this Agreement.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof of resignation to the Depositor, the Master Servicer, Depositor and the Trustee and to all Certificateholders. Upon receiving each Rating Agency not less than sixty (60) days before the date specified in such notice of resignationwhen, the Trustee shall promptly appoint subject to Section 10.08, such resignation is to take effect, and acceptance by a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to in accordance with Section 10.08 meeting the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trusteequalifications set forth in Section 10.06. If no successor securities administrator Securities Administrator meeting such qualifications shall have been so appointed by the Depositor and have accepted appointment within 60 thirty (30) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may At least fifteen (15) calendar days prior to the effective date of such resignation, the Securities Administrator shall provide written notice to the Depositor or any successor pursuant to this Section 10.07. If at any time (i) the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 hereof and shall fail to resign after written request thereto by the Depositor, (ii) the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and (B) the imposition of such tax would be avoided by the appointment of a different Securities Administrator, or (iv) the Securities Administrator fails to comply with its obligations under Article XIII and such failure is not remedied within the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor may remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each ServicerSecurities Administrator. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-attorneys in fact duly authorized, one complete set of which instruments shall be delivered by the successor Securities Administrator to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy Notice of such instrument any removal of the Securities Administrator shall be delivered given to the Certificateholders and each Servicer and Seller Rating Agency by the successor Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 10.07 shall not 106 become effective until upon acceptance of appointment by the successor securities administrator Securities Administrator of appointment as provided in Section 11.06 10.08 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof of resignation to the Depositor, the Master Servicer, Depositor and the Trustee and to all Certificateholders. Upon receiving each Rating Agency not less than sixty (60) days before the date specified in such notice of resignationwhen, the Trustee shall promptly appoint subject to Section 10.08, such resignation is to take effect, and acceptance by a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to in accordance with Section 10.08 meeting the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trusteequalifications set forth in Section 10.06. If no successor securities administrator Securities Administrator meeting such qualifications shall have been so appointed by the Depositor and have accepted appointment within 60 thirty (30) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may At least fifteen (15) calendar days prior to the effective date of such resignation, the Securities Administrator shall provide written notice to the Depositor of any successor pursuant to this Section 10.07. If at any time (i) the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 hereof and shall fail to resign after written request thereto by the Depositor, (ii) the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and (B) the imposition of such tax would be avoided by the appointment of a different Securities Administrator, or (iv) the Securities Administrator fails to comply with its obligations under Article XIII and such failure is not remedied within the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into 103 account any extensions), then, in the case of clauses (i) through (iii), the Depositor may remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each ServicerSecurities Administrator. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-attorneys in fact duly authorized, one complete set of which instruments shall be delivered by the successor Securities Administrator to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy Notice of such instrument any removal of the Securities Administrator shall be delivered given to the Certificateholders and each Servicer and Seller Rating Agency by the successor Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 10.07 shall not become effective until upon acceptance of appointment by the successor securities administrator Securities Administrator of appointment as provided in Section 11.06 10.08 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof of resignation to the Depositor, the Master Servicer, Depositor and the Trustee and to all Certificateholders. Upon receiving each Rating Agency not less than sixty (60) days before the date specified in such notice of resignationwhen, the Trustee shall promptly appoint subject to Section 10.08, such resignation is to take effect, and acceptance by a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to in accordance with Section 10.08 meeting the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trusteequalifications set forth in Section 10.06. If no successor securities administrator Securities Administrator meeting such qualifications shall have been so appointed by the Depositor and have accepted appointment within 60 thirty (30) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may At least fifteen (15) calendar days prior to the effective date of such resignation, the Securities Administrator shall provide written notice to the Depositor or any successor pursuant to this Section 10.07. If at any time (i) the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 hereof and shall fail to resign after written request thereto by the Depositor, (ii) the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and (B) the imposition of such tax would be avoided by the appointment of a different Securities Administrator, or (iv) the Securities Administrator fails to comply with its obligations under Article XIII and such failure is not remedied within the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor may remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each ServicerSecurities Administrator. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-attorneys in fact duly authorized, one complete set of which instruments shall be delivered by the successor Securities Administrator to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy Notice of such instrument any removal of the Securities Administrator shall be delivered given to the Certificateholders and each Servicer and Seller Rating Agency by the successor Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 10.07 shall not become effective until upon acceptance of appointment by the successor securities administrator Securities Administrator of appointment as provided in Section 11.06 10.08 hereof.. 109

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust this Agreement by giving written notice thereof to the Depositor, the Master Servicer, the Trustee and to all Certificateholders. Upon receiving such notice of resignation, the Trustee shall promptly appoint a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trustee. If no successor securities administrator shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administrator. The Trustee may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each Servicer. The Holders of Certificates entitled to at least 51 % of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, the Securities Administrator so removed and the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders and each Servicer and Seller by the Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor securities administrator as provided in Section 11.06 12.06 hereof.

Resignation and Removal of the Securities Administrator. (a) The Securities Administrator (including the Securities Administrator as Paying Agent and as Certificate Registrar) may at any time resign and be discharged from the trusts trust hereby created pursuant to the Trust Agreement by giving written notice thereof to the Depositor, the Trustee, the Master Servicer, the Trustee each Servicer and to all Certificateholderseach Rating Agency. Upon receiving such notice of resignationresignation of the Securities Administrator, the Trustee Depositor shall promptly appoint a successor securities administrator Securities Administrator that meets the requirements in Section 6.11, by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to each of the resigning Securities Administrator and one copy to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the TrusteeSecurities Administrator. If no successor securities administrator Securities Administrator shall have been so appointed and have having accepted appointment within 60 days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. (b) If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 6.11 or if at any time the Securities Administrator shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Securities Administrator (including the Securities Administrator as Paying Agent and as Certificate Registrar). If the Depositor removes the Securities Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Securities Administrator that meets the requirements of Section 6.11, by written instrument, in duplicate, one copy of which instrument shall be delivered to the successor Securities Administrator and one copy to each of the Master Servicer and the Servicer. (c) The Trustee Certificateholders entitled to at least 51% of the Voting Interests may at any time remove the Securities Administrator (including the Securities Administrator as Paying Agent and as Certificate Registrar) and appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each Servicer. The Holders of Certificates entitled to at least 51 % of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument or instruments, in triplicate, instruments signed by such Holders Certificateholders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders and each Servicer and Seller by the Securities Administrator. Any resignation or removal of Certificateholders, the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment Master Servicer and each Servicer by the successor securities administrator as provided in Section 11.06 hereofDepositor.

Resignation and Removal of the Securities Administrator. (a) The Securities Administrator (including the Securities Administrator as Paying Agent and as Certificate Registrar) may at any time resign and be discharged from the trusts trust hereby created pursuant to the Trust Agreement by giving written notice thereof to the Depositor, the Trustee, the Master Servicer, the Trustee each Servicer and to all Certificateholderseach Rating Agency. Upon receiving such notice of resignationresignation of the Securities Administrator, the Trustee Depositor shall promptly appoint a successor securities administrator Securities Administrator that meets the requirements in Section 6.11, by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to each of the resigning Securities Administrator and one copy to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the TrusteeSecurities Administrator. If no successor securities administrator Securities Administrator shall have been so appointed and have having accepted appointment within 60 days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. (b) If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 6.11 or if at any time the Securities Administrator shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Securities Administrator (including the Securities Administrator as Paying Agent and as Certificate Registrar, Supplemental Interest Trust Trustee and Final Maturity Reserve Trustee). If the Depositor removes the Securities Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Securities Administrator that meets the requirements of Section 6.11, by written instrument, in duplicate, one copy of which instrument shall be delivered to the successor Securities Administrator and one copy to each of the Master Servicer and the Servicer. (c) The Trustee Certificateholders entitled to at least 51% of the Voting Interests may at any time remove the Securities Administrator (including the Securities Administrator as Paying Agent and as Certificate Registrar) and appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each Servicer. The Holders of Certificates entitled to at least 51 % of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument or instruments, in triplicate, instruments signed by such Holders Certificateholders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders and each Servicer and Seller by the Securities Administrator. Any resignation or removal of Certificateholders, the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment Master Servicer and each Servicer by the successor securities administrator as provided in Section 11.06 hereof.Depositor. 128

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof of resignation to the Depositor, the Master Servicer, Depositor and the Trustee and to all Certificateholders. Upon receiving each Rating Agency not less than sixty (60) days before the date specified in such notice of resignationwhen, the Trustee shall promptly appoint subject to Section 10.08, such resignation is to take effect, and acceptance by a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to in accordance with Section 10.08 meeting the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trusteequalifications set forth in Section 10.06. If no successor securities administrator Securities Administrator meeting such qualifications shall have been so appointed by the Depositor and have accepted appointment within 60 thirty (30) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may At least fifteen (15) calendar days prior to the effective date of such resignation, the Securities Administrator shall provide written notice to the Depositor or any successor pursuant to this Section 10.07. If at any time (i) the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 hereof and shall fail to resign after written request thereto by the Depositor, (ii) the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and (B) the imposition of such tax would be avoided by the appointment of a different Securities Administrator, or (iv) the Securities Administrator fails to comply with its obligations under Article XIII and such failure is not remedied within the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor may remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each ServicerSecurities Administrator. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-attorneys in fact duly authorized, one complete set of which instruments shall be delivered by the successor Securities Administrator to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy Notice of such instrument any removal of the Securities Administrator shall be delivered given to the Certificateholders and each Servicer and Seller Rating Agency by the successor Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 10.07 shall not become effective until upon acceptance of appointment by the successor securities administrator Securities Administrator of appointment as provided in Section 11.06 10.08 hereof. If at any time, Wxxxx Fargo, as Securities Administrator, resigns or is removed as Securities Administrator under this Section 10.07, then at such time Wxxxx Fargo shall also resign (and shall be entitled to resign) as Master Servicer under this Agreement pursuant to Section 9.09.

Resignation and Removal of the Securities Administrator. (a) The Securities Administrator (including the Securities Administrator as Paying Agent and as Note Registrar, as such terms are defined in the Indenture) may at any time resign and be discharged from the trusts trust hereby created pursuant to the Trust Agreement by giving written notice thereof to the Depositor, the Indenture Trustee, the Master Servicer, the Trustee Servicer and to all Certificateholderseach Rating Agency. Upon receiving such notice of resignationresignation of the Securities Administrator, the Trustee Depositor shall promptly appoint a successor securities administrator Securities Administrator that meets the requirements in Section 9.11, by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to each of the resigning Securities Administrator and one copy to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the TrusteeSecurities Administrator. If no successor securities administrator Securities Administrator shall have been so appointed and have having accepted appointment within 60 days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administrator. The Trustee may Securities Administrator. (b) If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 9.11 or if at any time the Securities Administrator shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Securities Administrator and appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to (including the Securities Administrator so removed as Paying Agent and to as Note Registrar, as such terms are defined in the successor securities administratorIndenture). If the Trustee executes such an instrument, then Depositor removes the Trustee shall deliver a copy Securities Administrator under the authority of such instrument to the Certificateholdersimmediately preceding sentence, the Depositor and each Servicer. The Holders of Certificates entitled to at least 51 % of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, the Securities Administrator so removed and the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders and each Servicer and Seller by the Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor securities administrator as provided in Section 11.06 hereof.promptly appoint

Resignation and Removal of the Securities Administrator. The Securities Administrator (including the Securities Administrator as Paying Agent and as Note Registrar) may at any time resign and be discharged from the trusts trust hereby created pursuant to the Trust Agreement by giving written notice thereof to the Depositor, the Sellers, the Master Servicer, the Trustee Subservicer and to all Certificateholderseach Rating Agency. Upon receiving such notice of resignationresignation of the Securities Administrator, the Trustee Depositor shall promptly appoint a successor securities administrator Securities Administrator that meets the requirements in Section 8.11, by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to each of the resigning Securities Administrator and one copy to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the TrusteeSecurities Administrator. If no successor securities administrator Securities Administrator shall have been so appointed and have having accepted appointment within 60 days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 8.11 or if at any time the Securities Administrator shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Securities Administrator (including the Securities Administrator as Paying Agent and as Note Registrar). If the Depositor removes the Securities Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor securities administrator Securities Administrator that meets the requirements of Section 8.11, by written instrument, in duplicate, one copy of which instrument shall be delivered to the successor Securities Administrator so removed and one copy to each of the successor securities administratorMaster Servicer and the Subservicer. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each Servicer. The Holders of Certificates Notes entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator (including the Securities Administrator as Paying Agent and as Note Registrar) and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders and each Servicer and Seller by the Securities Administrator. Any resignation or removal of Noteholders, the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment Master Servicer and the Subservicer by the successor securities administrator as provided in Section 11.06 hereofDepositor.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof to the Depositor, the Master Servicer, the Trustee and to all Certificateholders. Upon receiving such notice of resignation, the Trustee shall promptly appoint a successor securities administrator (which may be the Trustee) by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each the Servicer by the Trustee. If no successor securities administrator shall have been so appointed and have accepted appointment within 60 sixty (60) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administrator. The Trustee may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each the Servicer. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, the Securities Administrator so removed and the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders and each the Servicer and Seller by the Securities Administrator. In the event that the Securities Administrator fails to comply with the provisions of Section 3.02, the Depositor may at any such time remove the Securities Administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the Trustee. In any such event the Trustee shall appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed, to the Depositor and to the successor securities administrator. If the Trustee and Depositor execute such an instruments, then the Trustee shall deliver copies of such instruments to the Certificateholders and the Servicer. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor securities administrator as provided in Section 11.06 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust this Agreement by giving written notice thereof to the Depositor, the Master Servicer, the Trustee Trustee, the Servicer and to all Certificateholders. Upon receiving such notice of resignation, the Trustee shall promptly appoint a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders Certificateholders, the Servicer and each Underlying Servicer by the Trustee. If no successor securities administrator shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administrator. The Trustee may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor Depositor, the Servicer and each Underlying Servicer. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, the Securities Administrator so removed and the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders Certificateholders, the Servicer and each Underlying Servicer and Seller by the Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section 11.06 shall not become effective until acceptance of appointment by the successor securities administrator as provided in Section 11.06 hereofherein.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof of resignation to the Depositor, the Master Servicer, Depositor and the Trustee and to all Certificateholders. Upon receiving each Rating Agency not less than sixty (60) days before the date specified in such notice of resignationwhen, the Trustee shall promptly appoint subject to Section 10.08, such resignation is to take effect, and acceptance by a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to in accordance with Section 10.08 meeting the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trusteequalifications set forth in Section 10.06. If no successor securities administrator Securities Administrator meeting such qualifications shall have been so appointed by the Depositor and have accepted appointment within 60 thirty (30) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may At least fifteen (15) calendar days prior to the effective date of such resignation, the Securities Administrator shall provide written notice to the Depositor or any successor pursuant to this Section 10.07. If at any time (i) the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 hereof and shall fail to resign after written request thereto by the Depositor, (ii) the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and (B) the imposition of such tax would be avoided by the appointment of a different Securities Administrator, or (iv) the Securities Administrator fails to comply with its obligations under Article XIII and such failure is not a result of the Securities Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto and under the applicable Servicing Agreement needed to prepare for execution or file such form not resulting from its own negligence, bad faith or willful misconduct, and not remedied within the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor may remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each ServicerSecurities Administrator. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-attorneys in fact duly authorized, one complete set of which instruments shall be delivered by the successor Securities Administrator to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy Notice of such instrument any removal of the Securities Administrator shall be delivered given to the Certificateholders and each Servicer and Seller Rating Agency by the successor Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 10.07 shall not become effective until upon acceptance of appointment by the successor securities administrator Securities Administrator of appointment as provided in Section 11.06 10.08 hereof. If at any time, Wxxxx Fargo Bank, as Securities Administrator, resigns or is removed as Securities Administrator under this Section 10.07, then at such time Wxxxx Fargo Bank shall also resign (and shall be entitled to resign) as Master Servicer under this Agreement pursuant to Section 9.09.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof of resignation to the Depositor, the Master Servicer, Depositor and the Trustee and to all Certificateholders. Upon receiving each Rating Agency not less than sixty (60) days before the date specified in such notice of resignationwhen, the Trustee shall promptly appoint subject to Section 10.08, such resignation is to take effect, and acceptance by a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to in accordance with Section 10.08 meeting the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trusteequalifications set forth in Section 10.06. If no successor securities administrator Securities Administrator meeting such qualifications shall have been so appointed by the Depositor and have accepted appointment within 60 thirty (30) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may At least fifteen (15) calendar days prior to the effective date of such resignation, the Securities Administrator shall provide written notice to the Depositor or any successor pursuant to this Section 10.07. If at any time (i) the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 hereof and shall fail to resign after written request thereto by the Depositor, (ii) the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and (B) the imposition of such tax would be avoided by the appointment of a different Securities Administrator, or (iv) the Securities Administrator fails to comply with its obligations under Article XIII and such failure is not remedied within the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor may remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each ServicerSecurities Administrator. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-attorneys in fact duly authorized, one complete set of which instruments shall be delivered by the successor 108 Securities Administrator to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy Notice of such instrument any removal of the Securities Administrator shall be delivered given to the Certificateholders and each Servicer and Seller Rating Agency by the successor Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 10.07 shall not become effective until upon acceptance of appointment by the successor securities administrator Securities Administrator of appointment as provided in Section 11.06 10.08 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement and any Supplemental Trust Agreement by giving written notice thereof to the Depositor, the Master Servicer, the [Delaware] Trustee and to all Certificateholders. Upon receiving such notice of resignation, the [Delaware] Trustee shall promptly appoint a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the [Delaware] Trustee. If no successor securities administrator shall have been so appointed and have accepted appointment within 60 sixty (60) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administrator. The [Delaware] Trustee may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the successor securities administrator. If the [Delaware] Trustee executes such an instrument, then the [Delaware] Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each Servicer. The Holders of Certificates entitled to at least 51 % [51]% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the [Delaware] Trustee, the Securities Administrator so removed and the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders and each Servicer and Seller by the Securities Administrator. In the event that the Securities Administrator fails to comply with the provisions of Section 3.02, the Depositor may at any such time remove the Securities Administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the [Delaware] Trustee. In any such event the [Delaware] Trustee shall appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed, to the Depositor and to the successor securities administrator. If the [Delaware] Trustee and Depositor execute such an instruments, then the [Delaware] Trustee shall deliver copies of such instruments to the Certificateholders and each Servicer. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor securities administrator as provided in Section 11.06 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof of resignation to the Depositor, the Master Servicer, Depositor and the Trustee and to all Certificateholders. Upon receiving each Rating Agency not less than sixty (60) days before the date specified in such notice of resignationwhen, the Trustee shall promptly appoint subject to Section 10.08, such resignation is to take effect, and acceptance by a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to in accordance with Section 10.08 meeting the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trusteequalifications set forth in Section 10.06. If no successor securities administrator Securities Administrator meeting such qualifications shall have been so appointed by the Depositor and have accepted appointment within 60 thirty (30) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may At least fifteen (15) calendar days prior to the effective date of such resignation, the Securities Administrator shall provide written notice to the Depositor or any successor pursuant to this Section 10.07. If at any time (i) the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 hereof and shall fail to resign after written request thereto by the Depositor, (ii) the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and (B) the imposition of such tax would be avoided by the appointment of a different Securities Administrator, or (iv) the Securities Administrator fails to comply with its obligations under Article XIII and such failure is not remedied within the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor may remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each ServicerSecurities Administrator. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-attorneys in fact duly authorized, one complete set of which instruments shall be delivered by the successor Securities Administrator to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy Notice of such instrument any removal of the Securities Administrator shall be delivered given to the Certificateholders and each Servicer and Seller Rating Agency by the successor Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 10.07 shall not become effective until upon acceptance of appointment by the successor securities administrator Securities Administrator of appointment as provided in Section 11.06 10.08 hereof. If at any time, Xxxxx Fargo, as Securities Administrator, resigns or is removed as Securities Administrator under this Section 10.07, then at such time Xxxxx Fargo shall also resign (and shall be entitled to resign) as Master Servicer under this Agreement pursuant to Section 9.09.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof of resignation to the Depositor, the Master Servicer, Depositor and the Trustee and to all Certificateholders. Upon receiving each Rating Agency not less than sixty (60) days before the date specified in such notice of resignationwhen, the Trustee shall promptly appoint subject to Section 10.08, such resignation is to take effect, and acceptance by a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to in accordance with Section 10.08 meeting the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trusteequalifications set forth in Section 10.06. If no successor securities administrator Securities Administrator meeting such qualifications shall have been so appointed by the Depositor and have accepted appointment within 60 thirty (30) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may At least fifteen (15) calendar days prior to the effective date of such resignation, the Securities Administrator shall provide written notice to the Depositor or any successor pursuant to this Section 10.07. If at any time (i) the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 hereof and shall fail to resign after written request thereto by the Depositor, (ii) the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and (B) the imposition of such tax would be avoided by the appointment of a different Securities Administrator, or (iv) the Securities Administrator fails to comply with its obligations under Article XIII and such failure is not a result of the Securities Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto and under the applicable Servicing Agreement needed to prepare for execution or file such form not resulting from its own negligence, bad faith or willful misconduct, and not remedied within the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor may remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each ServicerSecurities Administrator. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-attorneys in fact duly authorized, one complete set of which instruments shall be delivered by the successor Securities Administrator to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy Notice of such instrument any removal of the Securities Administrator shall be delivered given to the Certificateholders and each Servicer and Seller Rating Agency by the successor Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 10.07 shall not become effective until upon acceptance of appointment by the successor securities administrator Securities Administrator of appointment as provided in Section 11.06 10.08 hereof. If at any time, Xxxxx Fargo Bank, as Securities Administrator, resigns or is removed as Securities Administrator under this Section 10.07, then at such time Xxxxx Fargo Bank shall also resign (and shall be entitled to resign) as Master Servicer under this Agreement pursuant to Section 9.09.

Resignation and Removal of the Securities Administrator. The Securities Administrator (including the Securities Administrator as Paying Agent and as Note Registrar) may at any time resign and be discharged from the trusts trust hereby created pursuant to the Trust Agreement by giving written notice thereof to the Depositor, the Seller, the Master Servicer, the Trustee Servicer, the Note Insurer and to all Certificateholderseach Rating Agency. Upon receiving such notice of resignationresignation of the Securities Administrator, the Trustee Depositor shall promptly appoint a successor securities administrator Securities Administrator acceptable to the Note Insurer that meets the requirements in Section 8.11, by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to each of the resigning Securities Administrator and one copy to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the TrusteeSecurities Administrator. If no successor securities administrator Securities Administrator shall have been so appointed and have having accepted appointment within 60 days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 8.11 or if at any time the Securities Administrator shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Securities Administrator (including the Securities Administrator as Paying Agent and as Note Registrar). If the Depositor removes the Securities Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Securities Administrator acceptable to the Note Insurer that meets the requirements of Section 8.11, by written instrument, in duplicate, one copy of which instrument shall be delivered to the successor Securities Administrator and one copy to each of the Master Servicer and the Servicer. The Trustee Note Insurer or the Holders of Notes entitled to at least 51% of the Voting Rights may (with the consent of the Note Insurer) at any time remove the Securities Administrator (including the Securities Administrator as Paying Agent and as Note Registrar) and appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each Servicer. The Holders of Certificates entitled to at least 51 % of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument or instruments, in triplicate, instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders and each Servicer and Seller by the Securities Administrator. Any resignation or removal of Noteholders, the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment Master Servicer and the Servicer by the successor securities administrator as provided in Section 11.06 hereofDepositor.

Resignation and Removal of the Securities Administrator. (a) The Securities Administrator (including the Securities Administrator as Paying Agent and as Certificate Registrar) may at any time resign and be discharged from the trusts trust hereby created pursuant to the Trust Agreement by giving written notice thereof to the Depositor, the Trustee, the Master Servicer, the Trustee each Servicer and to all Certificateholderseach Rating Agency. Upon receiving such notice of resignationresignation of the Securities Administrator, the Trustee Depositor shall promptly appoint a successor securities administrator Securities Administrator that meets the requirements in Section 6.11, by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to each of the resigning Securities Administrator and one copy to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the TrusteeSecurities Administrator. If no successor securities administrator Securities Administrator shall have been so appointed and have having accepted appointment within 60 days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. (b) If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 6.11 or if at any time the Securities Administrator shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Securities Administrator (including the Securities Administrator as Paying Agent and as Certificate Registrar, Supplemental Interest Trust Trustee and Final Maturity Reserve Trustee). If the Depositor removes the Securities Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Securities Administrator that meets the requirements of Section 6.11, by written instrument, in duplicate, one copy of which instrument shall be delivered to the successor Securities Administrator and one copy to each of the Master Servicer and the Servicer. (c) The Trustee Certificateholders entitled to at least 51% of the Voting Interests may at any time remove the Securities Administrator (including the Securities Administrator as Paying Agent and as Certificate Registrar) and appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each Servicer. The Holders of Certificates entitled to at least 51 % of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument or instruments, in triplicate, instruments signed by such Holders Certificateholders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders and each Servicer and Seller by the Securities Administrator. Any resignation or removal of Certificateholders, the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment Master Servicer and each Servicer by the successor securities administrator as provided in Section 11.06 hereofDepositor.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof of resignation to the Depositor, the Master Servicer, Depositor and the Trustee and to all Certificateholders. Upon receiving each Rating Agency not less than sixty (60) days before the date 100 specified in such notice of resignationwhen, the Trustee shall promptly appoint subject to Section 10.08, such resignation is to take effect, and acceptance by a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to in accordance with Section 10.08 meeting the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trusteequalifications set forth in Section 10.06. If no successor securities administrator Securities Administrator meeting such qualifications shall have been so appointed by the Depositor and have accepted appointment within 60 thirty (30) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may At least fifteen (15) calendar days prior to the effective date of such resignation, the Securities Administrator shall provide written notice to the Depositor or any successor pursuant to this Section 10.07. If at any time (i) the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 hereof and shall fail to resign after written request thereto by the Depositor, (ii) the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and (B) the imposition of such tax would be avoided by the appointment of a different Securities Administrator, or (iv) the Securities Administrator fails to comply with its obligations under Article XIII and such failure is not remedied within the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor may remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each ServicerSecurities Administrator. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-attorneys in fact duly authorized, one complete set of which instruments shall be delivered by the successor Securities Administrator to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy Notice of such instrument any removal of the Securities Administrator shall be delivered given to the Certificateholders and each Servicer and Seller Rating Agency by the successor Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 10.07 shall not become effective until upon acceptance of appointment by the successor securities administrator Securities Administrator of appointment as provided in Section 11.06 10.08 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof of resignation to the Depositor, the Master Servicer, Depositor and the Trustee and to all Certificateholders. Upon receiving each Rating Agency not less than sixty (60) days before the date specified in such notice of resignationwhen, the Trustee shall promptly appoint subject to Section 10.08, such resignation is to take effect, and acceptance by a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to in accordance with Section 10.08 meeting the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trusteequalifications set forth in Section 10.06. If no successor securities administrator Securities Administrator meeting such qualifications shall have been so appointed by the Depositor and have accepted appointment within 60 30 days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may At least fifteen (15) calendar days prior to the effective date of such resignation, the Securities Administrator shall provide written notice to the Depositor or any successor pursuant to this Section 10.07. If at any time (i) the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 hereof and shall fail to resign after written request thereto by the Depositor, (ii) the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and (B) the imposition of such tax would be avoided by the appointment of a different Securities Administrator, or (iv) the Securities Administrator fails to comply with its obligations under Article XIII and such failure is not remedied within the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions), then, in the case of clauses (i) through (iii), the Depositor may remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each ServicerSecurities Administrator. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-attorneys in fact duly authorized, one complete set of which instruments shall be delivered by the successor Securities Administrator to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy Notice of such instrument any removal of the Securities Administrator shall be delivered given to the Certificateholders and each Servicer and Seller Rating Agency by the successor Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 10.07 shall not become effective until upon acceptance of appointment by the successor securities administrator Securities Administrator of appointment as provided in Section 11.06 10.08 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof to the Depositor, the Master Servicer, the Servicer, the Trustee and to all Certificateholders. Upon receiving such notice of resignation, the Trustee shall promptly appoint a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each the Servicer by the Trustee. If no successor securities administrator shall have been so appointed and have accepted appointment within 60 sixty (60) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court cou rt of competent jurisdiction for the appointment of a successor securities administrator. The Trustee Depositor may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the successor securities administrator. If the Trustee Depositor executes such an instrument, then the Trustee Depositor shall deliver a copy of such instrument to the Certificateholders, the Depositor Trustee and each Servicer. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, the Securities Administrator so removed and the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders and each Servicer and Seller by the Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor securities administrator as provided in Section 11.06 7.06 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof of resignation to the Depositor, the Master Servicer, Depositor and the Trustee and to all Certificateholders. Upon receiving each Rating Agency not less than sixty (60) days before the date specified in such notice of resignationwhen, the Trustee shall promptly appoint subject to Section 10.08, such resignation is to take effect, and acceptance by a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to in accordance with Section 10.08 meeting the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trusteequalifications set forth in Section 10.06. If no successor securities administrator Securities Administrator meeting such qualifications shall have been so appointed by the Depositor and have accepted appointment within 60 thirty (30) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may At least fifteen (15) calendar days prior to the effective date of such resignation, the Securities Administrator shall provide written notice to the Depositor of any successor pursuant to this Section 10.07. If at any time (i) the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 hereof and shall fail to resign after written request thereto by the Depositor, (ii) the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and (B) the imposition of such tax would be avoided by the appointment of a different Securities Administrator, or (iv) the Securities Administrator fails to comply with its obligations under Article XIII and such failure is not remedied within the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), then, in the case of clauses (i) through (iii), the Depositor may remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each ServicerSecurities Administrator. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-attorneys in fact duly authorized, one complete set of which instruments shall be delivered by the successor Securities Administrator to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy Notice of such instrument any removal of the Securities Administrator shall be delivered given to the Certificateholders and each Servicer and Seller Rating Agency by the successor Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 10.07 shall not become effective until upon acceptance of appointment by the successor securities administrator Securities Administrator of appointment as provided in Section 11.06 10.08 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof of resignation to the Depositor, the Master Servicer, Depositor and the Trustee and to all Certificateholders. Upon receiving each Rating Agency not less than sixty (60) days before the date specified in such notice of resignationwhen, the Trustee shall promptly appoint subject to Section 10.08, such resignation is to take effect, and acceptance by a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to in accordance with Section 10.08 meeting the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trusteequalifications set forth in Section 10.06. If no successor securities administrator Securities Administrator meeting such qualifications shall have been so appointed by the Depositor and have accepted appointment within 60 thirty (30) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may At least fifteen (15) calendar days prior to the effective date of such resignation, the Securities Administrator shall provide written notice to the Depositor of any successor pursuant to this Section 10.07. If at any time (i) the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 hereof and shall fail to resign after written request thereto by the Depositor, (ii) the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and (B) the imposition of such tax would be avoided by the appointment of a different Securities Administrator, or (iv) the Securities Administrator fails to comply with its obligations under Article XIII and such failure is not remedied within the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor may remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administratorSecurities Administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each Servicer. 105 The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-attorneys in fact duly authorized, one complete set of which instruments shall be delivered by the successor Securities Administrator to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy Notice of such instrument any removal of the Securities Administrator shall be delivered given to the Certificateholders and each Servicer and Seller Rating Agency by the successor Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 10.07 shall not become effective until upon acceptance of appointment by the successor securities administrator Securities Administrator of appointment as provided in Section 11.06 10.08 hereof.

Resignation and Removal of the Securities Administrator. (a) The Securities Administrator (including the Securities Administrator as Paying Agent and as Certificate Registrar) may at any time resign and be discharged from the trusts trust hereby created pursuant to the Trust Agreement by giving written notice thereof to the Depositor, the Trustee, the Master Servicer, the Trustee each Servicer and to all Certificateholderseach Rating Agency. Upon receiving such notice of resignationresignation of the Securities Administrator, the Trustee Depositor shall promptly appoint a successor securities administrator Securities Administrator that meets the requirements in Section 6.11, by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to each of the resigning Securities Administrator and one copy to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the TrusteeSecurities Administrator. If no successor securities administrator Securities Administrator shall have been so appointed and have having accepted appointment within 60 days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. (b) If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 6.11 or if at any time the Securities Administrator shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Securities Administrator (including the Securities Administrator as Paying Agent and as Certificate Registrar, Supplemental Interest Trust Trustee and Final Maturity Reserve Trustee). If the Depositor removes the Securities Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Securities Administrator that meets the requirements of Section 6.11, by written instrument, in duplicate, one copy of which instrument shall be delivered to the successor Securities Administrator and one copy to each of the Master Servicer and the Servicer. (c) The Trustee Certificateholders entitled to at least 51% of the Voting Interests may at any time remove the Securities Administrator (including the Securities Administrator as Paying Agent and as Certificate Registrar) and appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each Servicer. The Holders of Certificates entitled to at least 51 % of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument or instruments, in triplicate, instruments signed by such Holders Certificateholders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders and each Servicer and Seller by the Securities Administrator. Any resignation or removal of Certificateholders, the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment Master Servicer and each Servicer by the successor securities administrator as provided in Section 11.06 hereof.Depositor. 143

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement and any Supplemental Trust Agreement by giving written notice thereof to the Depositor, the Master Servicer, the Trustee and to all Certificateholders. Upon receiving such notice of resignation, the Trustee shall promptly appoint a successor securities administrator (which may be the Trustee) by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trustee. If no successor securities administrator shall have been so appointed and have accepted appointment within 60 sixty (60) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administrator. The Trustee may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each Servicer. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, the Securities Administrator so removed and the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders and each Servicer and Seller by the Securities Administrator. In the event that the Securities Administrator fails to comply with the provisions of Section 3.02 and such failure is not a result of the Securities Administrator’s inability or failure to receive, in a timely fashion, any information from any other party hereto and under the applicable Servicing Agreement needed to prepare for execution or file such form, and such failure is not a result of the Securities Administrator’s own negligence, bad faith or willful misconduct, the Depositor may at any such time remove the Securities Administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the Trustee. In any such event the Trustee shall appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed, to the Depositor and to the successor securities administrator. If the Trustee and Depositor execute such an instruments, then the Trustee shall deliver copies of such instruments to the Certificateholders and each Servicer. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor securities administrator as provided in Section 11.06 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator (including the Securities Administrator as paying agent and as Certificate Registrar) may at any time resign and be discharged from the trusts trust hereby created pursuant to the Trust Agreement by giving written notice thereof to the Depositor, the Seller, the Master Servicer, the Trustee Backup Servicer, each Servicer and to all Certificateholdersthe Rating Agency. Upon receiving such notice of resignationresignation of the Securities Administrator, the Trustee Depositor shall promptly appoint a successor securities administrator Securities Administrator that meets the requirements in Section 9.19, by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to each of the resigning Securities Administrator and one copy to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the TrusteeSecurities Administrator. If no successor securities administrator Securities Administrator shall have been so appointed and have having accepted appointment within 60 30 days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 9.19 hereof or if at any time the Securities Administrator shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Securities Administrator. If the Depositor removes the Securities Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Securities Administrator that meets the requirements of Section 9.19, by written -143- instrument, in duplicate, one copy of which instrument shall be delivered to the successor Securities Administrator and one copy to each of the Master Servicer, the Backup Servicer and each Servicer. The Trustee Certificate Insurer or Holders of Certificates entitled to at least 51% of the Voting Rights with the consent of the Certificate Insurer may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each Servicer. The Holders of Certificates entitled to at least 51 % of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders Certificateholders, the Securities Administrator and the Master Servicer, the Backup Servicer and each Servicer and Seller by the Securities AdministratorDepositor. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 9.20 shall not become effective until acceptance of appointment by the successor securities administrator Securities Administrator, as provided in Section 11.06 9.21 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof of resignation to the Depositor, the Master Servicer, Depositor and the Trustee and to all Certificateholders. Upon receiving each Rating Agency not less than 60 days before the date specified in such notice of resignationwhen, the Trustee shall promptly appoint subject to Section 10.08, such resignation is to take effect, and acceptance by a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to in accordance with Section 10.08 meeting the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trusteequalifications set forth in Section 10.06. If no successor securities administrator Securities Administrator meeting such qualifications shall have been so appointed by the Depositor and have accepted appointment within 60 30 days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may At least 15 calendar days prior to the effective date of such resignation, the Securities Administrator shall provide written notice to the Depositor or any successor pursuant to this Section 10.07. If at any time (i) the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 hereof and shall fail to resign after written request thereto by the Depositor, (ii) the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and (B) the imposition of such tax would be avoided by the appointment of a different Securities Administrator, or (iv) the Securities Administrator fails to comply with its obligations under Article XIII and such failure is not remedied within the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions), then, in the case of clauses (i) through (iii), the Depositor may remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each ServicerSecurities Administrator. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-attorneys in fact duly authorized, one complete set of which instruments shall be delivered by the successor Securities Administrator to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy Notice of such instrument any removal of the Securities Administrator shall be delivered given to the Certificateholders and each Servicer and Seller Rating Agency by the successor Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 10.07 shall not become effective until upon acceptance of appointment by the successor securities administrator Securities Administrator of appointment as provided in Section 11.06 10.08 hereof.. 105

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof of resignation to the Depositor, the Master Servicer, Depositor and the Trustee and to all Certificateholders. Upon receiving each Rating Agency not less than 60 days before the date specified in such notice of resignationwhen, the Trustee shall promptly appoint subject to Section 10.08, such resignation is to take effect, and acceptance by a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to in accordance with Section 10.08 meeting the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trusteequalifications set forth in Section 10.06. If no successor securities administrator Securities Administrator meeting such qualifications shall have been so appointed by the Depositor and have accepted appointment within 60 30 days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 hereof and shall fail to resign after written request thereto by the Depositor, or if at any time the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and the imposition of such tax would be avoided by the appointment of a different Securities Administrator, then the Depositor may remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each ServicerSecurities Administrator. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-attorneys in fact duly authorized, one complete set of which instruments shall be delivered by the successor Securities Administrator to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy Notice of such instrument any removal of the Securities Administrator shall be delivered given to the Certificateholders and each Servicer and Seller Rating Agency by the successor Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 10.07 shall not become effective until upon acceptance of appointment by the successor securities administrator Securities Administrator of appointment as provided in Section 11.06 10.08 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof of resignation to the Depositor, the Master Servicer, Depositor and the Trustee and to all Certificateholders. Upon receiving each Rating Agency not less than sixty (60) days before the date specified in such notice of resignationwhen, the Trustee shall promptly appoint subject to Section 10.08, such resignation is to take effect, and acceptance by a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to in accordance with Section 10.08 meeting the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trusteequalifications set forth in Section 10.06. If no successor securities administrator Securities Administrator meeting such qualifications shall have been so appointed by the Depositor and have accepted appointment within 60 thirty (30) days after the giving of such notice of resignation, the resigning Securities 116 Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may At least fifteen (15) calendar days prior to the effective date of such resignation, the Securities Administrator shall provide written notice to the Depositor or any successor pursuant to this Section 10.07. If at any time (i) the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 hereof and shall fail to resign after written request thereto by the Depositor, (ii) the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and (B) the imposition of such tax would be avoided by the appointment of a different Securities Administrator, or (iv) the Securities Administrator fails to comply with its obligations under Article XIII and such failure is not remedied within the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor may remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each ServicerSecurities Administrator. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-attorneys in fact duly authorized, one complete set of which instruments shall be delivered by the successor Securities Administrator to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy Notice of such instrument any removal of the Securities Administrator shall be delivered given to the Certificateholders and each Servicer and Seller Rating Agency by the successor Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 10.07 shall not become effective until upon acceptance of appointment by the successor securities administrator Securities Administrator of appointment as provided in Section 11.06 10.08 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator (including the Securities Administrator as paying agent and as Certificate Registrar) may at any time resign and be discharged from the trusts trust hereby created pursuant to the Trust Agreement by giving written notice thereof to the Depositor, the Seller, the Master Servicer, the Trustee Backup Servicer, the Servicer and to all Certificateholderseach Rating Agency. Upon receiving such notice of resignationresignation of the Securities Administrator, the Trustee Depositor shall promptly appoint a successor securities administrator Securities Administrator that meets the requirements in Section 9.19, by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to each of the resigning Securities Administrator and one copy to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the TrusteeSecurities Administrator. If no successor securities administrator Securities Administrator shall have been so appointed and have having accepted appointment within 60 30 days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 9.19 hereof or if at any time the Securities Administrator shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Securities Administrator. If the Depositor removes the Securities Administrator and under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor securities administrator Securities Administrator that meets the requirements of Section 9.19, by written instrument, in duplicate, one copy of which instrument shall be delivered to the successor Securities Administrator so removed and one copy to each of the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the CertificateholdersMaster Servicer, the Depositor Backup Servicer and each the Servicer. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders Certificateholders, the Securities Administrator and each the Master Servicer, the Backup Servicer and Seller the Servicer by the Securities AdministratorDepositor. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 9.20 shall not become effective until acceptance of appointment by the successor securities administrator Securities Administrator, as provided in Section 11.06 9.21 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof of resignation to the Depositor, the Master Servicer, Depositor and the Trustee and to all Certificateholders. Upon receiving each Rating Agency not less than sixty (60) days before the date specified in such notice of resignationwhen, the Trustee shall promptly appoint subject to Section 10.08, such resignation is to take effect, and acceptance by a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to in accordance with Section 10.08 meeting the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trusteequalifications set forth in Section 10.06. If no successor securities administrator Securities Administrator meeting such qualifications shall have been so appointed by the Depositor and have accepted appointment within 60 thirty (30) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may At least fifteen (15) calendar days prior to the effective date of such resignation, the Securities Administrator shall provide written notice to the Depositor or any successor pursuant to this Section 10.07. If at any time (i) the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 hereof and shall fail to resign after written request thereto by the Depositor, (ii) the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and (B) the imposition of such tax would be avoided by the appointment of a different Securities Administrator, or (iv) the Securities Administrator fails to comply with its obligations under Article XIII and such failure is not a result of the Securities Administrator's inability or failure to receive, on a timely basis, any information any other party hereto and under the applicable Servicing Agreement needed to prepare for execution or file such form not resulting from its own negligence, bad faith or willful misconduct, and not remedied within the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor may remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each ServicerSecurities Administrator. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-attorneys in fact duly authorized, one complete set of which instruments shall be delivered by the successor Securities Administrator to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy Notice of such instrument any removal of the Securities Administrator shall be delivered given to the Certificateholders and each Servicer and Seller Rating Agency by the successor Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 10.07 shall not become effective until upon acceptance of appointment by the successor securities administrator Securities Administrator of appointment as provided in Section 11.06 10.08 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement and any Supplemental Trust Agreement by giving written notice thereof to the Depositor, the Master Servicer, the Trustee and to all Certificateholders. Upon receiving such notice of resignation, the Trustee shall promptly appoint a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trustee. If no successor securities administrator shall have been so appointed and have accepted appointment within 60 sixty (60) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administrator. The Trustee may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each Servicer. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, the Securities Administrator so removed and the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders and each Servicer and Seller by the Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor securities administrator as provided in Section 11.06 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement and any Supplemental Trust Agreement by giving written notice thereof to the Depositor, the Master Servicer, the Trustee and to all Certificateholders. Upon receiving such notice of resignation, the Trustee shall promptly appoint a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trustee. If no successor securities administrator shall have been so appointed and have accepted appointment within 60 sixty (60) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administrator. The Trustee may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each Servicer. The Holders of Certificates entitled to at least 51 % [51]% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, the Securities Administrator so removed and the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders and each Servicer and Seller by the Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor securities administrator as provided in Section 11.06 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator (including the Securities Administrator as Paying Agent and as Note Registrar) may at any time resign and be discharged from the trusts trust hereby created pursuant to the Trust Agreement by giving written notice thereof to the Depositor, the Sellers, the Master Servicer, the Trustee Servicer and to all Certificateholderseach Rating Agency. Upon receiving such notice of resignationresignation of the Securities Administrator, the Trustee Depositor shall promptly appoint a successor securities administrator Securities Administrator that meets the requirements in Section 8.11, by written instrument, in triplicateduplicate, one copy of which instrument shall be delivered to each of the resigning Securities Administrator and one copy to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the TrusteeSecurities Administrator. If no successor securities administrator Securities Administrator shall have been so appointed and have having accepted appointment within 60 days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 8.11 or if at any time the Securities Administrator shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Securities Administrator (including the Securities Administrator as Paying Agent and as Note Registrar). If the Depositor removes the Securities Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor securities administrator Securities Administrator that meets the requirements of Section 8.11, by written instrument, in duplicate, one copy of which instrument shall be delivered to the successor Securities Administrator so removed and one copy to each of the successor securities administrator. If Master Servicer and the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each Servicer. The Holders of Certificates Notes entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator (including the Securities Administrator as Paying Agent and as Note Registrar) and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders and each Servicer and Seller by the Securities Administrator. Any resignation or removal of Noteholders, the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment Master Servicer and the Servicer by the successor securities administrator as provided in Section 11.06 hereofDepositor.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof of resignation to the Depositor, the Master Servicer, Depositor and the Trustee and to all Certificateholders. Upon receiving each Rating Agency not less than sixty (60) days before the date specified in such notice of resignationwhen, the Trustee shall promptly appoint subject to Section 10.08, such resignation is to take effect, and acceptance by a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to in accordance with Section 10.08 meeting the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trusteequalifications set forth in Section 10.06. If no successor securities administrator Securities Administrator meeting such qualifications shall have been so appointed by the Depositor and have accepted appointment within 60 thirty (30) days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administratorSecurities Administrator. The Trustee may At least fifteen (15) calendar days prior to the effective date of such resignation, the Securities Administrator shall provide written notice to the Depositor or any successor pursuant to this Section 10.07. If at any time (i) the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 hereof and shall fail to resign after written request thereto by the Depositor, (ii) the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Securities Administrator or the Trust Fund is located and (B) the imposition of such tax would be avoided by the appointment of a different Securities Administrator, or (iv) the Securities Administrator fails to comply with its obligations under Article XIII and such failure is not remedied within the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be timely filed (without taking into account any extensions), then, in the case of clauses (i) through (iv), the Depositor may remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written 109 instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed removed, one copy of which shall be delivered to the Master Servicer and one copy to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each ServicerSecurities Administrator. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator Securities Administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-attorneys in fact duly authorized, one complete set of which instruments shall be delivered by the successor Securities Administrator to each of the Depositor, the Trustee, one complete set to the Securities Administrator so removed and one complete set to the successor securities administrator so appointed. A copy Notice of such instrument any removal of the Securities Administrator shall be delivered given to the Certificateholders and each Servicer and Seller Rating Agency by the successor Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator Securities Administrator pursuant to any of the provisions of this Section 10.07 shall not become effective until upon acceptance of appointment by the successor securities administrator Securities Administrator of appointment as provided in Section 11.06 10.08 hereof.

Resignation and Removal of the Securities Administrator. The Securities Administrator may at any time resign and be discharged from the trusts created pursuant to the Trust Agreement by giving written notice thereof to the Depositor, the Master Servicer, the Trustee and to all Certificateholders. Upon receiving such notice of resignation, the Trustee shall promptly appoint a successor securities administrator by written instrument, in triplicate, which instrument shall be delivered to the resigning Securities Administrator and to the successor securities administrator. A copy of such instrument shall be delivered to the Depositor, the Certificateholders and each Servicer by the Trustee. If no successor securities administrator shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor securities administrator. The Trustee may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument, in duplicate, which instrument shall be delivered to the Securities Administrator so removed and to the successor securities administrator. If the Trustee executes such an instrument, then the Trustee shall deliver a copy of such instrument to the Certificateholders, the Depositor and each Servicer. The Holders of Certificates entitled to at least 51 51% of the Voting Rights may at any time remove the Securities Administrator and appoint a successor securities administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Trustee, the Securities Administrator so removed and the successor securities administrator so appointed. A copy of such instrument shall be delivered to the Certificateholders and each Servicer and Seller by the Securities Administrator. Any resignation or removal of the Securities Administrator and appointment of a successor securities administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor securities administrator as provided in Section 11.06 hereof.