Common use of RESIGNATION AND REMOVAL OF TRUSTEE OR FISCAL AGENT Clause in Contracts

RESIGNATION AND REMOVAL OF TRUSTEE OR FISCAL AGENT. (a) The Trustee or the Fiscal Agent may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer and the Rating Agencies; provided that such resignation shall not be effective until its successor shall have accepted the appointment and Rating Agency Confirmation shall have been obtained with respect to such appointment. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee or fiscal agent, as the case may be, except in the case of the initial Trustee or Fiscal Agent, in which case both shall be so replaced concurrently, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee or the Fiscal Agent, one copy to the successor trustee and one copy to each of the Master Servicer and the Rating Agencies. If no successor trustee or fiscal agent shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or the Fiscal Agent may petition any court of competent jurisdiction for the appointment of a successor trustee or fiscal agent. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.5 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) a tax is imposed or threatened with respect to the Trust or any REMIC Pool by any state in which the Trustee or the Trust held by the Trustee is located; provided, however, that, if the Trustee agrees to indemnify the Trust for such taxes, it shall not be removed pursuant to this clause (iii), or (iv) the continuation of the Trustee as such would result in a downgrade, qualification or withdrawal of the rating by the Rating Agencies of any Class of Certificates with a rating as evidenced in writing by the Rating Agencies, then the Depositor may remove such Trustee and appoint a successor trustee by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy to the successor trustee and one copy to each of the Master Servicer and the Rating Agencies. In the case of removal under clauses (i), (ii), (iii) and (iv) above, the Trustee shall bear all such costs of transfer. Such succession shall take effect after a successor trustee has been appointed. In the case of the removal of the initial Trustee, the Depositor shall also remove the Fiscal Agent. In this case, the procedures and liability for costs of such removal shall be the same as they are stated in subsection (c) with respect to the Fiscal Agent. (c) If at any time (i) the Fiscal Agent shall cease to be eligible in accordance with the provisions of Section 7.5 and shall fail to resign after written request therefor by the Depositor, or (ii) a Fiscal Agent Termination Event has occurred, then the Depositor shall send a written notice of termination to the Fiscal Agent (which notice shall specify the reason for such termination) and remove such Fiscal Agent and appoint a successor Fiscal Agent by written instrument, one copy of which instrument shall be delivered to the Fiscal Agent so removed, one copy to the successor Fiscal Agent, and one copy to each of the Trustee, the Master Servicer and the Rating Agencies. In all such cases, the Fiscal Agent shall bear all costs of transfer to a successor Fiscal Agent, such succession only to take effect after a successor Fiscal Agent has been appointed. In the case of the initial Fiscal Agent, the Depositor may, but is not required to, also remove the Trustee. In this case, the procedures and liability for costs of such removal shall be the same as they are stated in subsection (b) with respect to the Trustee. (d) The Holders of Certificates entitled to at least 51% of the Voting Rights may without cause upon 30 days' written notice to the Trustee or the Fiscal Agent and to the Depositor remove the Trustee or the Fiscal Agent by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor and one copy to the Trustee or the Fiscal Agent so removed; the Depositor shall thereupon use its best efforts to appoint a successor Trustee or Fiscal Agent in accordance with this Section. The Certificateholders effecting such transfer shall be responsible for the reasonable out-of-pocket costs of such removal, including fees and any related expenses, such as those incurred in transferring the Mortgage Files to the successor Trustee. (e) Any resignation or removal of the Trustee or the Fiscal Agent and appointment of a successor trustee or fiscal agent pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee and fiscal agent as provided in Section 7.7. Upon any succession of the Trustee or the Fiscal Agent under this Agreement, the predecessor Trustee or Fiscal Agent shall be entitled to the payment of compensation and reimbursement agreed to under this Agreement for services rendered and expenses incurred (including without limitation unreimbursed Advances made thereby, with any related unpaid Advance Interest accrued on such Advances) at such times and from such sources as if the predecessor Trustee or Fiscal Agent had not resigned or been removed. The Trustee and the Fiscal Agent shall not be liable for any action or omission of any successor Trustee or Fiscal Agent.

RESIGNATION AND REMOVAL OF TRUSTEE OR FISCAL AGENT. (a) The Trustee or the Fiscal Agent may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer and the Rating Agencies; provided that such resignation shall not be effective until its successor shall have accepted the appointment and Rating Agency Confirmation shall have been obtained with respect to such appointment. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee or fiscal agent, as the case may be, except in the case of the initial Trustee or Fiscal Agent, in which case both shall be so replaced concurrently, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee or the Fiscal Agent, one copy to the successor trustee and one copy to each of the Master Servicer and the Rating Agencies. If no successor trustee or fiscal agent shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or the Fiscal Agent may petition any court of competent jurisdiction for the appointment of a successor trustee or fiscal agent. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.5 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) a tax is imposed or threatened with respect to the Trust or any REMIC Pool by any state in which the Trustee or the Trust held by the Trustee is located; provided, however, that, if the Trustee agrees to indemnify the Trust for such taxes, it shall not be removed pursuant to this clause (iii), or (iv) the continuation of the Trustee as such would result in a downgrade, qualification or withdrawal of the rating by the Rating Agencies of any Class of Certificates with a rating as evidenced in writing by the Rating Agencies, then the Depositor may remove such Trustee and appoint a successor trustee by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy to the successor trustee and one copy to each of the Master Servicer and the Rating Agencies. In the case of removal under clauses (i), (ii), (iii) and (iv) above, the Trustee shall bear all such costs of transfer. Such succession shall take effect after a successor trustee has been appointed. In the case of the removal of the initial Trustee, the Depositor shall also remove the Fiscal Agent. In this case, the procedures and liability for costs of such removal shall be the same as they are stated in subsection (c) with respect to the Fiscal Agent. (c) If at any time (i) the Fiscal Agent shall cease to be eligible in accordance with the provisions of Section 7.5 and shall fail to resign after written request therefor by the Depositor, or (ii) a Fiscal Agent Termination Event has occurred, then the Depositor shall send a written notice of termination to the Fiscal Agent (which notice shall specify the reason for such termination) and remove such Fiscal Agent and appoint a successor Fiscal Agent by written instrument, one copy of which instrument shall be delivered to the Fiscal Agent so removed, one copy to the successor Fiscal Agent, and one copy to each of the Trustee, the Master Servicer and the Rating Agencies. In all such cases, the Fiscal Agent shall bear all costs of transfer to a successor Fiscal Agent, such succession only to take effect after a successor Fiscal Agent has been appointed. In the case of the initial Fiscal Agent, the Depositor may, but is not required to, also remove the Trustee. In this case, the procedures and liability for costs of such removal shall be the same as they are stated in subsection (b) with respect to the Trustee. (d) The Holders of Certificates entitled to at least 51% of the Voting Rights may without cause upon 30 days' written notice to the Trustee or the Fiscal Agent and to the Depositor remove the Trustee or the Fiscal Agent by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor and one copy to the Trustee or the Fiscal Agent so removed; the Depositor shall thereupon use its best efforts to appoint a successor Trustee or Fiscal Agent in accordance with this Section. The Certificateholders effecting such transfer shall be responsible for the reasonable out-of-pocket costs of such removal, including fees and any related expenses, such as those incurred in transferring the Mortgage Files to the successor Trustee. (e) Any resignation or removal of the Trustee or the Fiscal Agent and appointment of a successor trustee or fiscal agent pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee and fiscal agent as provided in Section 7.7. Upon any succession of the Trustee or the Fiscal Agent under this Agreement, the predecessor Trustee or Fiscal Agent shall be entitled to the payment of compensation and reimbursement agreed to under this Agreement for services rendered and expenses incurred (including without limitation unreimbursed Advances made thereby, with any related unpaid Advance Interest accrued on such Advances) at such times and from such sources as if the predecessor Trustee or Fiscal Agent had not resigned or been removed. The Trustee and the Fiscal Agent shall not be liable for any action or omission of any successor Trustee or Fiscal Agent.

RESIGNATION AND REMOVAL OF TRUSTEE OR FISCAL AGENT. (a) The Trustee or the Fiscal Agent may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer and the Rating Agencies; provided that such resignation shall not be effective until its successor shall have accepted the appointment and Rating Agency Confirmation shall have been obtained with respect to such appointment. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee or fiscal agent, as the case may be, except in the case of the initial Trustee or Fiscal Agent, in which case both shall be so replaced concurrently, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee or the Fiscal Agent, one copy to the successor trustee and one copy to each of the Master Servicer and the Rating Agencies. If no successor trustee or fiscal agent shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or the Fiscal Agent may petition any court of competent jurisdiction for the appointment of a successor trustee or fiscal agent. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.5 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) a tax is imposed or threatened with respect to the Trust or any REMIC Pool by any state in which the Trustee or the Trust held by the Trustee is located; provided, however, that, if the Trustee agrees to indemnify the Trust for such taxes, it shall not be removed pursuant to this clause (iii), or (iv) the continuation of the Trustee as such would result in a downgrade, qualification or withdrawal of the rating by the Rating Agencies of any Class of Certificates with a rating as evidenced in writing by the Rating Agencies, then the Depositor may remove such Trustee and appoint a successor trustee by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy to the successor trustee and one copy to each of the Master Servicer and the Rating Agencies. In the case of removal under clauses (i), (ii), (iii) and (iv) above, the Trustee shall bear all such costs of transfer. Such succession shall take effect after a successor trustee has been appointed. In the case of the removal of the initial Trustee, the Depositor shall also remove the Fiscal Agent. In this case, the procedures and liability for costs of such removal shall be the same as they are stated in subsection (c) with respect to the Fiscal Agent. (c) If at any time (i) the Fiscal Agent shall cease to be eligible in accordance with the provisions of Section 7.5 and shall fail to resign after written request therefor by the Depositor, or (ii) a Fiscal Agent Termination Event has occurred, then the Depositor shall send a written notice of termination to the Fiscal Agent (which notice shall specify the reason for such termination) and remove such Fiscal Agent and appoint a successor Fiscal Agent by written instrument, one copy of which instrument shall be delivered to the Fiscal Agent so removed, one copy to the successor Fiscal Agent, and one copy to each of the Trustee, the Master Servicer and the Rating Agencies. In all such cases, the Fiscal Agent shall bear all costs of transfer to a successor Fiscal Agent, such succession only to take effect after a successor Fiscal Agent has been appointed. In the case of the initial Fiscal Agent, the Depositor may, but is not required to, also remove the Trustee. In this case, the procedures and liability for costs of such removal shall be the same as they are stated in subsection (b) with respect to the Trustee. (d) The Holders of Certificates entitled to at least 51% of the Voting Rights may without cause upon 30 days' written notice to the Trustee or the Fiscal Agent and to the Depositor remove the Trustee or the Fiscal Agent by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor and one copy to the Trustee or the Fiscal Agent so removed; the Depositor shall thereupon use its best efforts to appoint a successor Trustee or the Fiscal Agent in accordance with this Section. The Certificateholders effecting such transfer shall be responsible for the reasonable out-of-pocket costs of such removal, including fees and any related expenses, such as those incurred in transferring the Mortgage Files to the successor Trusteetrustee. (e) Any resignation or removal of the Trustee or the Fiscal Agent and appointment of a successor trustee or fiscal agent pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee and fiscal agent as provided in Section 7.7. Upon any succession of the Trustee or the Fiscal Agent under this Agreement, the predecessor Trustee or the Fiscal Agent shall be entitled to the payment of compensation and reimbursement agreed to under this Agreement for services rendered and expenses incurred (including without limitation unreimbursed Advances made thereby, with any related unpaid Advance Interest accrued on such Advances) at such times and from such sources as if the predecessor Trustee or Fiscal Agent had not resigned or been removed. The Trustee and the Fiscal Agent shall not be liable for any action or omission of any successor Trustee or Fiscal Agent.

RESIGNATION AND REMOVAL OF TRUSTEE OR FISCAL AGENT. 95 (a) The Trustee or the Fiscal Agent may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer and the Rating Agencies; provided that such resignation shall not be effective until its successor shall have accepted the appointment and Rating Agency Confirmation shall have been obtained with respect to such appointment. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee or fiscal agent, as the case may be, except in the case of the initial Trustee or Fiscal Agent, in which case both shall be so replaced concurrently, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee or the Fiscal Agent, one copy to the successor trustee and one copy to each of the Master Servicer and the Rating Agencies. If no successor trustee or fiscal agent shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or the Fiscal Agent may petition any court of competent jurisdiction for the appointment of a successor trustee or fiscal agent. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.5 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) a tax is imposed or threatened with respect to the Trust or any REMIC Pool by any state in which the Trustee or the Trust held by the Trustee is located; provided, however, that, if the Trustee agrees to indemnify the Trust for such taxes, it shall not be removed pursuant to this clause (iii), or (iv) the continuation of the Trustee as such would result in a downgrade, qualification (if applicable) or withdrawal of the rating by any one or more of the Rating Agencies of any Class of Certificates with a rating as evidenced in writing by the Rating AgenciesCertificates, then the Depositor may remove such Trustee and appoint a successor trustee by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy to the successor trustee and one copy to each of the Master Servicer and the Rating Agencies. In the case of removal under clauses (i), (ii), (iii) and (ivi)-(iv) above, the Trustee shall bear all such costs of such transfer. Such succession shall take effect after a successor trustee has been appointed. In the case of the removal of the initial Trustee, the Depositor shall also remove the Fiscal Agent. In this case, the procedures and liability for costs of such removal shall be the same as they are stated in subsection (c) with respect to the Fiscal Agent. (c) If at any time (i) the Fiscal Agent shall cease to be eligible in accordance with the provisions of Section 7.5 and shall fail to resign after written request therefor by the Depositor, or (ii) a Fiscal Agent Termination Event has occurred, then the Depositor shall send a written notice of termination to the Fiscal Agent (which notice shall specify the reason for such termination) and remove such Fiscal Agent and appoint a successor Fiscal Agent by written instrument, one copy of which instrument shall be delivered to the Fiscal Agent so removed, one copy to the successor Fiscal Agent, and one copy to each of the Trustee, the Master Servicer and the Rating Agencies. In all such cases, the Fiscal Agent shall bear all costs of transfer to a successor Fiscal Agent, such succession only to take effect after a successor Fiscal Agent has been appointed. In the case of the initial Fiscal Agent, the Depositor may, but is not required to, also remove the Trustee. In this case, the procedures and liability for costs of such removal shall be the same as they are stated in subsection (b) with respect to the Trustee. (d) The Holders of Certificates entitled to at least 51% of the Voting Rights may without cause upon 30 days' written notice to the Trustee or the Fiscal Agent and to the Depositor remove the Trustee or the Fiscal Agent by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor and one copy to the Trustee or the Fiscal Agent so removed; the Depositor shall thereupon use its best efforts to appoint a successor Trustee or Fiscal Agent in accordance with this Section. The Certificateholders effecting such transfer shall be responsible for the reasonable out-of-pocket costs of such removal, including fees and any related expenses, such as those incurred in transferring the Mortgage Files to the successor Trustee. (e) Any resignation or removal of the Trustee or the Fiscal Agent and appointment of a successor trustee or fiscal agent meeting the eligibility requirements of Section 7.5 pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee and fiscal agent as provided in Section 7.7. Upon any succession of the Trustee or the Fiscal Agent under this Agreement, the predecessor Trustee or Fiscal Agent shall be entitled to the payment of compensation and reimbursement agreed to under this Agreement for services rendered and expenses incurred (including without limitation unreimbursed Advances made thereby, with any related unpaid Advance Interest accrued on such Advances) at such times and from such sources as if the predecessor Trustee or Fiscal Agent had not resigned or been removed. The Trustee and the Fiscal Agent shall not be liable for any action or omission of any successor Trustee or Fiscal Agent.

RESIGNATION AND REMOVAL OF TRUSTEE OR FISCAL AGENT. (a) The Trustee or the Fiscal Agent may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer and the Rating Agencies; provided that such resignation shall not be effective until its successor shall have accepted the appointment and Rating Agency Confirmation shall have been obtained with respect to such appointment. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee or fiscal agent, as the case may be, except in the case of the initial Trustee or Fiscal Agent, in which case both shall be so replaced concurrentlybut may be replaced under this paragraph sequentially, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee or the Fiscal Agent, one copy to the successor trustee and one copy to each of the Master Servicer and the Rating Agencies. If no successor trustee or fiscal agent shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or the Fiscal Agent may petition any court of competent jurisdiction for the appointment of a successor trustee or fiscal agent. It shall be a condition to the appointment of a successor trustee or fiscal agent that the Rating Agencies shall have confirmed in writing that such appointment shall not result in a downgrading, qualification or withdrawal of the ratings of each Class of Certificates then rated. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.5 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) a tax is imposed or threatened with respect to the Trust or any REMIC Pool by any state in which the Trustee or the Trust held by the Trustee is locatedlocated solely because of the location of the Trustee in such state; provided, however, that, if the Trustee agrees to indemnify the Trust for such taxes, it shall not be removed pursuant to this clause (iii), or (iv) the continuation of the Trustee as such would result in a downgrade, 98 106 qualification or withdrawal of the rating by the Rating Agencies of any Class of Certificates with a rating as evidenced in writing by the Rating Agencies, then the Depositor may remove such Trustee and appoint a successor trustee by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy to the successor trustee and one copy to each of the Master Servicer and the Rating Agencies. In the case of removal under clauses (i), (ii), (iii) and (iv) above, the Trustee shall bear all such costs of transfer. Such succession shall take effect after a successor trustee has been appointed. In the case of the removal of the initial Trustee, the Depositor shall also remove the Fiscal Agent. In this case, the procedures and liability for costs of such removal shall be the same as they are stated in subsection (c) with respect to the Fiscal Agent. (c) If at any time (i) the Fiscal Agent shall cease to be eligible in accordance with the provisions of Section 7.5 and shall fail to resign after written request therefor by the Depositor, or (ii) a Fiscal Agent Termination Event has occurred, then the Depositor shall send a written notice of termination to the Fiscal Agent (which notice shall specify the reason for such termination) and remove such Fiscal Agent and appoint a successor Fiscal Agent by written instrument, one copy of which instrument shall be delivered to the Fiscal Agent so removed, one copy to the successor Fiscal Agent, and one copy to each of the Trustee, the Master Servicer and the Rating Agencies. In all such cases, the Fiscal Agent shall bear all costs of transfer to a successor Fiscal Agent, such succession only to take effect after a successor Fiscal Agent has been appointed. In the case of the initial Fiscal Agent, the Depositor may, but is not required to, also remove the Trustee. In this case, the procedures and liability for costs of such removal shall be the same as they are stated in subsection (b) with respect to the Trustee. (d) The Holders of Certificates entitled to at least 51more than 50% of the Voting Rights Aggregate Principal Amount of the Certificates then outstanding may without for cause upon 30 days' written notice to the Trustee or the Fiscal Agent and to the Depositor remove the Trustee or the Fiscal Agent by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor and one copy to the Trustee or the Fiscal Agent so removed; the Depositor shall thereupon use its best efforts to appoint a successor Trustee or the Fiscal Agent in accordance with this Section. The Certificateholders effecting such transfer shall be responsible for the reasonable out-of-pocket costs of such removal, including fees and any related expenses, such as those incurred in transferring the Mortgage Files to the successor Trustee. (e) Any resignation or removal of the Trustee or the Fiscal Agent and appointment of a successor trustee or fiscal agent pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee and fiscal agent as provided in Section 7.7. Upon any succession of the Trustee or the Fiscal Agent under this Agreement, the predecessor Trustee or the Fiscal Agent shall be entitled to the payment of compensation and reimbursement agreed to under this Agreement for services rendered and expenses incurred (including without limitation unreimbursed Advances made thereby, with any related unpaid Advance Interest accrued on such Advances) at such times and from such sources as if the predecessor Trustee or Fiscal Agent had not resigned or been removedincurred. The Trustee and the Fiscal Agent shall not be liable for any action or omission of any successor Trustee or Fiscal Agent.

RESIGNATION AND REMOVAL OF TRUSTEE OR FISCAL AGENT. (a) The Trustee or the Fiscal Agent may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer and the Rating Agencies; provided that such resignation shall not be effective until its successor shall have accepted the appointment appointment, commenced acting as successor and Rating Agency Confirmation from Fitch IBCA shall have been obtained with respect to such appointment. Upon receiving such notice of resignation, the Depositor will promptly appoint a successor trustee or fiscal agent, as the case may be, except in the case of the initial Trustee or Fiscal Agent, in which case both shall be so replaced concurrently, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee or the Fiscal Agent, one copy to the successor trustee and one copy to each of the Master Servicer and the Rating Agencies. If no successor trustee or fiscal agent shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or the Fiscal Agent may petition any court of competent jurisdiction for the appointment of a successor trustee or fiscal agent. (b) If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.5 and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) a tax is imposed or threatened with respect to the Trust or any REMIC Pool by any state in which the Trustee or the Trust held by the Trustee is located; provided, however, that, if the Trustee agrees and Fiscal Agent agree to indemnify the Trust for such taxes, it shall not be removed pursuant to this clause (iii), or (iv) the continuation of the Trustee as such would may result in a downgrade, qualification (if applicable) or withdrawal of the rating by any one or more of the Rating Agencies of any Class of Certificates with (provided that a rating as evidenced in writing designation of "negative" credit watch by the Rating AgenciesFitch IBCA shall constitute a qualification), then the Depositor may remove such Trustee and appoint a successor trustee by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy to the successor trustee and one copy to each of the Master Servicer, the Special Servicer and the Rating Agencies. In the case of removal under clauses (i), (ii), (iii) and (ivi)-(iv) above, the Trustee shall bear all such costs of such transfer. Such succession shall take effect after a successor trustee has been appointed. In the case of the removal of the initial Trustee, the Depositor shall also remove the Fiscal Agent. In this case, the procedures and liability for costs of such removal shall be the same as they are stated in subsection (c) with respect to the Fiscal Agent. (c) If at any time (i) the Fiscal Agent shall cease to be eligible in accordance with the provisions of Section 7.5 and shall fail to resign after written request therefor by the Depositor, or (ii) a Fiscal Agent Termination Event has occurred, then the Depositor shall send a written notice of termination to the Fiscal Agent (which notice shall specify the reason for such termination) and remove such Fiscal Agent and appoint a successor Fiscal Agent fiscal agent by written instrument, one copy of which instrument shall be delivered to the Fiscal Agent so removed, one copy to the successor Fiscal Agentfiscal agent, and one copy to each of the Trustee, the Master Servicer, the Special Servicer and the Rating Agencies. In all such cases, the Fiscal Agent shall bear all costs of transfer to a successor Fiscal Agentfiscal agent, such succession only to take effect after a successor Fiscal Agent fiscal agent has been appointed. In the case of the initial Fiscal Agent, the Depositor may, but is not required to, also remove the Trustee. In this case, the procedures and liability for costs of such removal shall be the same as they are stated in subsection (b) with respect to the Trustee. (d) The Holders of Certificates entitled to at least 51% of the Voting Rights may without cause upon 30 days' written notice to the Trustee or the Fiscal Agent and to the Depositor remove the Trustee or the Fiscal Agent by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor and one copy to the Trustee or the Fiscal Agent so removed; the Depositor shall thereupon use its best efforts to appoint a successor Trustee trustee or Fiscal Agent fiscal agent in accordance with this Section. The Certificateholders effecting such transfer shall be responsible for the reasonable out-of-pocket costs of such removal, including fees and any related expenses, such as those incurred in transferring the Mortgage Files to the successor Trusteetrustee. (e) Any resignation or removal of the Trustee or the Fiscal Agent and appointment of a successor trustee or fiscal agent meeting the eligibility requirements of Section 7.5 pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee and fiscal agent as provided in Section 7.77.7 and the commencement of its obligations hereunder. Upon any succession of the Trustee or the Fiscal Agent under this Agreement, the predecessor Trustee or Fiscal Agent shall be entitled to the payment of compensation and reimbursement agreed to under this Agreement for services rendered and expenses incurred (including without limitation unreimbursed Advances made thereby, with any related unpaid Advance Interest accrued on such Advances) at such times and from such sources as if the predecessor Trustee or Fiscal Agent had not resigned or been removed. The Trustee and the Fiscal Agent shall not be liable for any action or omission of any successor Trustee trustee or Fiscal Agentfiscal agent.